Common use of Procedure for Exercise Clause in Contracts

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by surrendering In order to exercise this Warrant in whole or in part, the registered Warrantholder shall complete the attached Subscription Form and deliver this Warrant Certificate evidencing such Warrant at to the principal office Company, together with cash in an amount equal to the aggregate Purchase Price of the shares of the Stock then being purchased, at its office or agency provided for in Section 2. The exercise of this Warrant Agent (or successor warrant agent)shall be deemed to have been effected, and the Purchase Price and the number of shares of the Stock issuable in connection with such exercise shall be determined, as of the Exercise Notice set forth close of business on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) business day prior to the date on which the last to be delivered of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or such completed Subscription Form and all other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries items required to be delivered in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with such exercise by the exercise registered Warrantholder hereof pursuant to Section 5.B shall have been delivered at such office or agency. Upon receipt of any Warrantssuch Subscription Form and other items, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, as promptly as practicable and in any event within five days thereafter, execute or shall cause the Warrant Agent to, to be executed and deliver to said Warrantholder a certificate or certificates representing the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a aggregate number of shares of Common the Stock equal specified in such Form. Each Stock certificate so delivered shall be in such denomination as may be requested by the registered Warrantholder and shall be registered in the name of said Warrantholder or such other name as shall be designated by said Warrantholder, and, to the relevant Full Physical Share Amount or Net Share Amountextent permitted by law, as applicable, together with Cash the person in lieu whose name any such Stock certificate shall be issuable upon such exercise shall be deemed to have become the holder of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 record of the shares represented thereby as of the time when the exercise of this Warrant Agreementwith respect to such shares shall be deemed to have been effected. If this Warrant shall have been exercised only in part, Warrants will not entitle the Global Company shall, at its expense at the time of delivery of said Stock certificate or certificates, deliver to such holder a new Warrant Holder to any of like tenor evidencing the rights of such holder to purchase the holders of remaining shares of Common Stockthe Stock covered by this Warrant. Reference is hereby made The Company shall pay all taxes, other expenses and charges payable in connection with the preparation, execution and delivery of Stock certificates pursuant to this Section 4, except that, in case such Stock certificates shall be registered in a name or names other than the name of the registered holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such Stock certificate or certificates shall be paid by the registered holder of this Warrant to the further provisions Company at the time of this Global Warrant Certificate set forth on delivery of such Stock certificates to the reverse hereof, and such further provisions shall for all purposes have the same effect Company as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governmentioned above.

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office At any time after all or any portion of the Warrant Agent (or successor warrant agent), Options granted hereunder have become exercisable with respect to any Option Shares and prior to the Exercise Notice set forth close of business on the reverse tenth anniversary of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier date of this Agreement, Employee may exercise all or any portion of the Option granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) February 28a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation of (A) any Qualified Asset SaleOption Shares to be acquired multiplied by the option exercise price, (Biii) an executed consent from Employee’s spouse (if any) in the saleform of Exhibit 1 attached to the Plan and (iv) executed joinders to that certain Stockholders Agreement, leasedated as of December 5, conveyance or other transfer 2007, by and among the Company and its stockholders and that certain Registration Rights Agreement, dated as of all or substantially all December 5, 2007, by and among the Company and its stockholders. As a condition to any exercise of the consolidated assets of Option, Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Employee to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Employee exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Option granted hereunder and prior to the occurrence of Warrants a Termination Event, Employee becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Employee shall cause the Warrant Agent to, Employee’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit 1 attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Employee’s failure to deliver the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Employee would otherwise be required to deliver such consent shall constitute Employee’s continuing representation and warranty that Employee is not legally married as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdate.

Procedure for Exercise. Warrants The Option herein granted may be exercised by surrendering the Warrant Certificate evidencing such Warrant at delivery by Optionee of written notice to the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets Secretary of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is setting forth the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal with respect to which the Option is being exercised. The notice shall be accompanied (i) at the election of the Optionee, by cash, cashier's check, bank draft, or postal or express money order payable to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 order of the Warrant AgreementCompany, Warrants will not entitle (ii) as allowed by the Global Warrant Holder to any of the rights of the holders of Committee, by certificates representing shares of Common Stock. Reference is hereby made Stock theretofore owned by Optionee duly endorsed for transfer to the further provisions Company, or (iii) any combination of this Global Warrant Certificate set forth the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the reverse hereof, same day the fax or telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and such further provisions (ii) payment in full of the exercise price for the number of shares for which Options are being exercised are both received by the Company and Optionee shall be treated for all purposes have as the same effect record holder of such shares of Common Stock as though fully set forth in this placeof such date. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event As promptly as practicable after receipt of any inconsistency between the Warrant Agreement such written notice and this Global Warrant Certificatepayment, the Warrant Agreement Company shall governdeliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to the Exercise Notice set forth on unexercised portion of this Warrant shall also be issued to the reverse Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent market price of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined below.

Procedure for Exercise. Warrants may be exercised by surrendering At the Warrant Certificate evidencing such Warrant at the principal office time after any portion of the Warrant Agent (or successor warrant agent)Options granted hereunder have become vested and exercisable with respect to any Option Shares and prior to the expiration of any such Options, with the Exercise Notice set forth on the reverse Optionholder may exercise any portion of the Warrant Certificate duly completed Options granted hereunder with respect to Option Shares vested and executed. EXPIRATION DATE: The earlier exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) February 28a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, 2021 and (ii) the date payment in full by delivery of consummation of (A) any Qualified Asset Salea cashier’s, (B) the sale, lease, conveyance personal or other certified check or wire transfer of all or substantially all immediately available funds to the Company, in the amount equal to the number of Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”); provided that, Optionholder may, in lieu of paying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the consolidated assets Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, and (iii) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Optionholder exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Options granted hereunder and prior to the occurrence of Warrants a Termination Event, Optionholder becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Optionholder shall cause the Warrant Agent to, Optionholder’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit 1 attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Optionholder’s failure to deliver to the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdate.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Exercise Notice set forth on Warrantholder within such time. With respect to any such exercise, the reverse Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share AmountMarket Price on the date of exercise, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined below.

Procedure for Exercise. Warrants Optionholder may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office exercise all or any portion of the Warrant Agent (or successor warrant agent)Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of (A) any Qualified Asset Salepaying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (Biii) an executed joinder agreement to that certain Stockholders Agreement, dated as of July 31, 2016, by and among the saleCompany and its stockholders signatory thereto (as amended from time to time, leasethe “Stockholders Agreement”), conveyance or other transfer in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of all or substantially all a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the consolidated assets of Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Optionholder exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Options granted hereunder and prior to the occurrence of Warrants a Termination Event, Optionholder becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Optionholder shall cause the Warrant Agent to, Optionholder’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit 1 attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Optionholder’s failure to deliver to the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdate.

Procedure for Exercise. Warrants The Option herein granted may be exercised by surrendering the Warrant Certificate evidencing such Warrant at delivery by Optionee of written notice to the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets Secretary of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is setting forth the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee, (i) cash, cashier's check, bank draft, or postal or express money order payable to the relevant Full Physical Share Amount or Net Share Amountorder of the Company, as applicable, together with Cash in lieu (ii) certificates representing shares of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior Common Stock theretofore owned by Optionee duly endorsed for transfer to the relevant Exercise Date as described more fully in Company, (iii) an election by Optionee to have the Warrant Agreement, subject to Section 5.01 of Company withhold the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders number of shares of Common Stock. Reference Stock the fair market value of which is hereby made equal to the further provisions aggregate exercise price of this Global Warrant Certificate set forth the shares of Common Stock issuable upon exercise of the Option, or (iv) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the reverse hereofsame day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and such further provisions (ii) payment in full of the exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes have as the same effect record holder of such shares of Common Stock as though fully set forth in this placeof such date. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event As promptly as practicable after receipt of any inconsistency between the Warrant Agreement such written notice and this Global Warrant Certificatepayment, the Warrant Agreement Company shall governdeliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28December 31, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2015. This Global Warrant Certificate certifies that: Cede & Co.that the UAW Retiree Medical Benefits Trust, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants The Option herein granted may be exercised by surrendering the Warrant Certificate evidencing such Warrant at delivery by Optionee of notice to the principal office General Counsel or Vice President of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed Human Resources and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets Administration of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is setting forth the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal with respect to which the Option is being exercised. Promptly upon notice, Optionee will remit (i) cash, wire transfer of immediately available funds, cashier's check, bank draft, or postal or express money order payable to the relevant Full Physical Share Amount or Net Share Amountorder of the Company, as applicable, together with Cash in lieu (ii) certificates representing "mature shares" of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior Common Stock theretofore owned by Optionee duly endorsed for transfer to the relevant Exercise Date as described more fully Company, or (iii) any combination of the preceding, equal in value to the Warrant aggregate exercise price. For purposes of this Option Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of "mature shares" means shares of Common StockStock that Optionee has held free of any transferability restrictions or risk of forfeiture for at least six (6) months. Reference is hereby made Unless the Company consents to the further provisions contrary, the Notice shall be accompanied by a representation by Optionee that all shares purchased are being acquired for investment and not with a view to, or for resale in connection with, any distribution of this Global Warrant Certificate set forth said shares. This Option shall be deemed to have been exercised immediately prior to the close of business on the reverse hereofdate (i) notice of such exercise and (ii) payment in full of the exercise price for the number of share for which Options are being exercised, are both received by the Company and such further provisions Optionee shall be treated for all purposes have as the same effect record holder of such shares of Common Stock as though fully set forth in this placeof such date. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event As promptly as practicable after receipt of any inconsistency between the Warrant Agreement such notice and this Global Warrant Certificatepayment, the Warrant Agreement Company shall governdeliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4 or otherwise credits a brokerage account designated by Optionee.

Procedure for Exercise. Warrants The Option herein granted may be exercised by surrendering the Warrant Certificate evidencing such Warrant delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the principal office election of the Warrant Agent (or successor warrant agent)Optionee, with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28cash, 2021 cashier’s check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing “mature shares” of Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the aggregate exercise price. For purposes of this Agreement, “mature shares” means shares of Stock for which Optionee has good title, free and clear of all liens and encumbrances, transferability restrictions or risk of forfeiture, and which Optionee has held for at least six months. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. This Option shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all payment in full of the consolidated assets exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee’s name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (shall have deposited such number subject to adjustment from time to time as described certificates in the Warrant Agreement). In connection with United States mail, addressed to Optionee at the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver address specified pursuant to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to this Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern4.

Procedure for Exercise. Warrants This Warrant may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (any time or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in until the Warrant Agreement). In connection with the exercise of Expiration Date, on any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicableday that is a business day, for each Warrant, and (b) all or any part of the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal purchasable upon its exercise. In order to exercise this Warrant, in whole or in part, Holder shall deliver to the relevant Full Physical Share Amount Company at its principal office at 0000 Xxxxx X'Xxxxxx Xxxxxxxxx, Irving, Texas, 75039, or Net Share Amountat such other offices as shall be designated by the Company through notice given by first class mail, as applicablepostage prepaid, together with Cash in lieu addressed to the registered holder of any fractional shares or fractional Warrants as described this Warrant at the address of such registered holder appearing in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 records of the Warrant AgreementCompany, Warrants will not entitle (i) a written notice of Holder's election to exercise this Warrant, which notice shall specify the Global Warrant Holder to any of the rights of the holders number of shares of Common Stock. Reference is hereby made Stock to be purchased pursuant to such exercise, (ii) cash or a certified or cashier's check payable to the further provisions order of the Company in full payment of the exercise price thereof, and (iii) this Warrant. Such notice may be in the form of the Subscription Form appearing at the end of this Global Warrant Certificate set forth Warrant. Upon receipt thereof, the Company shall, as promptly as practicable, and in any event within five (5) business days thereafter, execute, or cause to be executed, and deliver to Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall be registered in the name of Holder, or such other name as shall be designated in said notice. Holder acknowledges that the stock certificate shall bear a legend restricting transfer similar to that appearing on the reverse hereofface of this Warrant and legends required by applicable law. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such further provisions shall shares for all purposes purposes, as of the date said notice, together with said payment and this Warrant, is received by the Company as aforesaid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of said certificate or certificates, deliver to Holder a new warrant evidencing the rights of Holder to purchase that number of shares of Common Stock with respect to which this Warrant shall not have been exercised, which new warrant shall in all other respects be identical with this Warrant, or, at the request of Holder, appropriate notation may be made on this Warrant and the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governreturned to Holder.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding three Business Days, after the rights represented by this Warrant Agent shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Exercise Notice set forth on Warrantholder within such time. With respect to any such exercise, the reverse Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if such exercise is pursuant to Section 1(a), from the date on which payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share AmountCurrent Market Price of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined below.

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of Rights as a Shareholder. (i) February 28Each Substitute Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions applicable to the Option substituted with the Substitute Option and set forth in the Option Agreement. Unless the Administrator provides otherwise, 2021 and vesting of a Substitute Option granted hereunder shall be tolled during any unpaid leave of absence. A Substitute Option may not be exercised for a fraction of a Share. (ii) A Substitute Option shall be deemed exercised when the date of consummation of Company receives: (A) any Qualified Asset Salewritten or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Substitute Option, and (B) full payment for the saleShares with respect to which the Substitute Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. (iii) Anything in this Plan to the contrary notwithstanding, lease, conveyance or other transfer the holder of all or substantially all a Substitute Option may elect to receive ADSs in lieu of Shares upon the exercise of the consolidated assets Substitute Option, and upon such election, the holder of the Substitute Option shall receive a number of ADSs equal to the quotient that results from dividing the number of Shares for which a Substitute Option is exercisable, by the number 10 (rounded down to the nearest whole ADS). (iv) Shares or ADSs issued upon exercise of a Substitute Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares or ADSs are issued (as evidenced by the appropriate entry on the books of the Company and its Subsidiaries in one transaction or of a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder duly authorized transfer agent of the Number of Warrants (Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with Optioned Shares, notwithstanding the exercise of any Warrants, (a) the Substitute Option. The Company shall determine issue (or cause to be issued) such Shares or ADSs promptly after the Full Physical Share Amount Substitute Option is exercised. No adjustment shall be made for a dividend or Net Share Amount, as applicable, other right for each Warrant, and (b) which the Company shall, or shall cause the Warrant Agent to, deliver record date is prior to the exercising Beneficial Ownerdate the Shares or ADSs are issued, on except as provided in Section 12 hereof. (v) Exercising a Substitute Option in any manner shall decrease the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share AmountShares thereafter available, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 both for purposes of the Warrant AgreementPlan and for sale under the Substitute Option, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In number of Shares as to which the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governSubstitute Option is exercised.

Procedure for Exercise. Warrants Delivery of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. Exercise. Payment may be exercised made either (i) in cash or by surrendering certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant Certificate evidencing in accordance with Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Warrant Agent (or successor warrant agent), Company together with the properly endorsed Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) which event the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver issue to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, Holder a number of shares of Common Stock equal to computed using the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in following formula: X=Y (A-B) ----- A Where X = the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders number of shares of Common Stock. Reference is hereby made Stock to be issued to the further provisions Holder Y = the number of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by shares of Common Stock purchasable under the Warrant Agent. In the event or, if only a portion of any inconsistency between the Warrant Agreement and this Global Warrant Certificateis being exercised, the portion of the Warrant Agreement shall govern.being exercised (at the date of such calculation) A = the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation)

Procedure for Exercise. Warrants a. At any time after the Initial Exercisability Date, and upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the Exercise Price (a “Cash Exercise”) (provided that the Exercise Price shall be deemed delivered in connection with the delivery of a Notice of Exercise Form in connection with a Cashless Exercise (as defined below), if applicable) for the shares of Common Stock purchased (the “Warrant Shares”), the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. This Warrant may be exercised by surrendering in whole or in part. On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. b. Notwithstanding anything contained herein to the contrary (other than Section 6.6 below), if on the date that is six (6) months after the Warrant Certificate evidencing such Warrant at Date, a Registration Statement (as defined in the principal office of the Warrant Agent Subscription Agreement) is not effective (or successor warrant agent), with the Exercise Notice set forth prospectus contained therein is not available for use on such date and thereafter) for the reverse resale by the Holders of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets shares of the Company and its Subsidiaries in one transaction or a series of related transactions Common Stock issuable pursuant to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver warrants issued pursuant to the Offering, then in lieu of exercising Beneficial Ownerthis Warrant in full for cash, on the applicable Settlement Date, Holder may elect to exchange this Warrant solely with respect to shares of Common Stock issuable pursuant hereto which are not registered by such effective Registration Statement for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amountvalue of this Warrant, as applicableby surrender of this Warrant, together with Cash notice of such election, at the principal office of the Company, in lieu of any fractional shares or fractional Warrants as described in which event the Warrant Agreement. Prior Company shall issue to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders a number of shares of Common Stock. Reference is hereby made Stock computed using the following formula (a “Cashless Exercise”), with the balance of the shares of Common Stock issuable pursuant hereto which are registered by such effective Registration Statement remaining exercisable solely for cash: Where: X= the number of shares of Common Stock to be issued to the further provisions Holder. Y= the number of shares of Common Stock to be purchased under this Global Warrant Certificate set forth on Warrant. A= Fair Market Value per share of one share of Common Stock as of the reverse hereof, and such further provisions shall for all purposes have date of exercise. B= the same effect Exercise Price (as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governadjusted).

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28September 30, 2021 and (ii) 2018, the date of consummation of (A) Cut-Off Date with respect to any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all redemption pursuant to Article 4 of the consolidated assets Warrant Agreement, and the deemed exercise of the Company and its Subsidiaries in one transaction or Warrant pursuant to a series Pre-Qualified IPO Change of related transactions Control Event pursuant to any Person that is not a Qualified Asset Buyer or (CSection 5.08(e) any Excepted Combinationof the Warrant Agreement. This Global Warrant Certificate certifies that: that Cede & Co., or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above, as modified in Schedule A hereto, (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned authenticated by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by surrendering In order to exercise this Amended and Restated Warrant in whole or in part, the registered holder hereof shall complete the Subscription Form attached hereto, and deliver this Amended and Restated Warrant Certificate evidencing such Warrant to the Company, at the principal its office or agency provided for in Section 2, together with one or more of the Warrant Agent (or successor warrant agent), with following types of consideration in an aggregate amount equal to the Exercise Notice set forth on the reverse aggregate Purchase Price of the Warrant Certificate duly completed and executed. EXPIRATION DATEshares of the Common Stock then being purchased: The earlier of (i) February 28, 2021 cash or check; and (ii) shares of the Common Stock (which shall be valued at their Market Price on the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreementexercise). In connection with addition to delivering the consideration specified in the preceding sentence, the registered holder of the Amended and Restated Warrant may make a "cashless" exercise of this Amended and Restated Warrant by instructing the Company to withhold Warrant Shares that would otherwise be issued upon the exercise of any Warrantsthis Amended and Restated Warrant (which shall be valued at their Market Price on the date of exercise). The exercise of this Amended and Restated Warrant shall be deemed to have been effected and the Purchase Price and the number of shares of the Common Stock issuable in connection with such exercise shall be determined as of the close of business on the Business Day prior to the date on which such completed Subscription Form shall have been delivered at such office or agency. Upon receipt of such Form and the consideration referenced in the first sentence of this Section 4, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, as promptly as practicable, and in any event within 10 Business Days thereafter, execute or shall cause to be executed and delivered to said holder by an air courier which guarantees next day delivery a certificate or certificates representing the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a aggregate number of shares of the Common Stock equal to specified in such Form. Each stock certificate so delivered shall be in such authorized denomination as may be requested by the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described registered holder hereof and shall be registered in the Warrant Agreement. Prior name of said holder or such other name as shall be designated by said holder, and the Person in whose name any such stock certificate shall be issued upon such exercise shall be deemed to have become the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 holder of record of the shares represented thereby as of the time when the exercise of this Amended and Restated Warrant Agreementwith respect to such shares shall be deemed to have been effected. If this Amended and Restated Warrant shall have been exercised only in part, Warrants will not entitle the Global Company shall, at its expense at the time of delivery of said stock certificate or certificates, deliver to such holder a new Warrant Holder to any of like tenor evidencing the rights of such holder to purchase the holders of remaining shares of the Common StockStock covered by this Amended and Restated Warrant. Reference is hereby made The Company shall pay all taxes, other expenses and charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governSection 4.

Procedure for Exercise. Warrants (a) Subject to the requirements of Section 8, the Option may be exercised exercised, from time to time, in whole or in part (but for the purchase of a whole number of shares only), by surrendering delivery of a written notice, a form of which has been attached as Annex A hereto (the Warrant Certificate evidencing such Warrant at "Notice"), from the principal office Optionee to each of Union Securities Limited ("Union") and to the Chief Financial Officer of the Warrant Agent (or successor warrant agent)Corporation, with the Exercise which Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of shall: (i) February 28, 2021 be dated and shall state that the Optionee elects to exercise the Option and the time of day of such exercise; and (ii) state the date number of consummation of vested shares with respect to which the Option is being exercised (Athe "Optioned Shares"); (iii) include any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all representations of the consolidated assets Optionee required under Section 8(c); and (iv) if the Option shall be exercised pursuant to Section 9 by any person other than the Optionee, include evidence to the satisfaction of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder Administering Body of the Number right of Warrants such person to exercise the Option. (b) Upon receipt of such notice, Union shall be authorized to calculate the “Warrants”Option Price and to notify Optionee as to such Option Price. Union and Optionee hereby acknowledge that the Corporation has delivered to Union stock certificate(s) specified above (such representing the aggregate number of shares subject to adjustment the option, to be held in escrow pending delivery of the Option Price for any such shares. Provided that payment in full of such Option Price has been received by Union from the Optionee, Union is authorized to remit to Optionee the number of shares Optionee has exercised and paid for, and to remit the payment therefor received from the Optionee to the Corporation. Union is further authorized to deduct such payment from funds previously left on deposit with Union by the Optionee. Payment of the Option Price for the Optioned Shares shall be made in U.S. dollars by personal check, bank draft or money order payable to the order of the Corporation or by wire transfer. (c) In the event that Union shall from time to time as described require additional stock certificates in denominations reflecting the shares for which Optionee has exercised, the Corporation shall issue a stock certificate in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 name of the Warrant Agreement, Warrants will not entitle Optionee in exchange for the Global Warrant Holder to any of the rights of the holders of shares of Common Stockcertificate(s) deposited with Union. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate The Corporation shall not be valid required to recognize Optionee as a stockholder unless countersigned and until Optionee has paid in full the Option Price for shares for which it has exercised. (d) Optionee will indemnify each of Union and the Corporation for, and hold each of them harmless against, any loss, liability, damage or expense incurred by them arising out of, or in connection with, this exercise procedure, except that Optionee will not be responsible to Union for any liability or expense resulting from the Warrant Agentwillful misconduct or gross negligence of Union. In the event of Union may rely, and shall be protected in acting or refraining from acting, upon any inconsistency between the Warrant Agreement written notice, instruction or request, furnished to it hereunder and this Global Warrant Certificate, the Warrant Agreement shall governbelieved by it to be genuine.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the share ---------------------- purchase rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the share purchase rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Exercise Notice set forth on Warrantholder within such time. With respect to any such exercise, the reverse Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have been the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share AmountCurrent Market Price of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdefined below.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of an exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding ten Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Exercise Notice set forth on Warrantholder within such time. With respect to any such exercise, the reverse Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share AmountCurrent Market Price of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined below.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to the Exercise Notice set forth on unexercised portion of this Warrant shall also be issued to the reverse Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(A), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent Fair Market Value of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined above.

Procedure for Exercise. Warrants Optionholder may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office exercise all or any portion of the Warrant Agent (or successor warrant agent)Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of (A) any Qualified Asset Salepaying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (Biii) an executed joinder agreement to that certain [Stockholders Agreement, dated as of [ ], by and among the saleCompany and its stockholders signatory thereto (as amended from time to time, leasethe “Stockholders Agreement”),] in form and substance reasonably satisfactory to the Company, conveyance or other transfer pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of all or substantially all a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the consolidated assets of Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Optionholder exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Options granted hereunder and prior to the occurrence of Warrants a Termination Event, Optionholder becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Optionholder shall cause the Warrant Agent to, Optionholder’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit 1 attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Optionholder’s failure to deliver to the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdate.

Procedure for Exercise. Warrants may The Holder shall be exercised by surrendering entitled to exercise this Warrant in whole, or in no more than ten parts of no less than 100,000 Warrant Shares each. In order to exercise this Warrant in whole or in part, the Holder shall complete the Subscription Form attached hereto and deliver this Warrant Certificate evidencing to the Company at its office together with a cashier's or certified check or wire transfer in an amount equal to the aggregate Exercise Price of the Common Shares then being purchased. The exercise of this Warrant shall be deemed to have been effected, and the Exercise Price and the number of Common Shares issuable in connection with such Warrant exercise shall be determined, as of the close of business on the Business Day on the date on which such completed Subscription Form and check or wire transfer have been delivered at the principal Company's office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement"Exercise Date"). In connection with the exercise Upon receipt of any Warrantssuch Subscription Form, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, as promptly as practicable, execute or cause to be executed and deliver to the Holder or such Person as may be directed in writing by such Holder a certificate or certificates representing the aggregate number of Common Shares to which the Holder is entitled as specified in the Subscription Form. Each stock certificate so delivered shall cause be in such denomination as may be requested by the Holder and shall be registered in the name of the Holder or such other name as shall be designated by the Holder. To the extent permitted by United States law, the person in whose name any such stock certificate is issued shall be deemed to have become the holder of record of the shares represented thereby as of the Exercise Date. If this Warrant Agent tois exercised only in part, the Company shall, at its expense, at the time of delivery of such stock certificate or certificates, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Holder a new Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of like tenor evidencing the rights of the holders Holder to purchase the remaining Warrant Shares covered by this Warrant. The Company shall pay all taxes, other expenses and charges payable in connection with the preparation, execution and delivery of shares stock certificates pursuant to this Section 3, except that, in case such stock certificates shall be registered in a name or names other than the name of Common Stock. Reference is hereby made the Holder, funds sufficient to pay all stock transfer taxes that may be payable upon the execution and delivery of such stock certificate or certificates shall be paid by the Holder to the further provisions Company at the time of this Global Warrant Certificate set forth on the reverse hereof, and delivery of such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned stock certificates by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governCompany.

Procedure for Exercise. Warrants (i) In order to exercise this Warrant in whole or in part, the registered Warrantholder shall complete the attached Subscription Form and deliver this Warrant to the Company, together with cash in an amount equal to the aggregate Purchase Price of the shares of the Stock then being purchased, at its office or agency provided for in Section 2. The exercise of this Warrant shall be deemed to have been effected, and the Purchase Price and the number of shares of the Stock issuable in connection with such exercise shall be determined, as of the close of business on the business day prior to the date on which the last to be delivered of such completed Subscription Form and all other items required to be delivered in connection with such exercise by the registered Warrantholder hereof pursuant to Section 5.B shall have been delivered at such office or agency. Upon receipt of such Subscription Form and other items, the Company shall, as promptly as practicable and in any event within five days thereafter, execute or cause to be executed and deliver to said Warrantholder a certificate or certificates representing the aggregate number of shares of the Stock specified in such Form. Each Stock certificate so delivered shall be in such denomination as may be requested by the registered Warrantholder and shall be registered in the name of said Warrantholder or such other name as shall be designated by said Warrantholder, and, to the extent permitted by law, the person in whose name any such Stock certificate shall be issuable upon such exercise shall be deemed to have become the holder of record of the shares represented thereby as of the time when the exercise of this Warrant with respect to such shares shall be deemed to have been effected. If this Warrant shall have been exercised only in part, the Company shall, at its expense at the time of delivery of said Stock certificate or certificates, deliver to such holder a new Warrant of like tenor evidencing the rights of such holder to purchase the remaining shares of the Stock covered by this Warrant. The Company shall pay all taxes, other expenses and charges payable in connection with the preparation, execution and delivery of Stock certificates pursuant to this Section 4, except that, in case such Stock certificates shall be registered in a name or names other than the name of the registered holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such Stock certificate or certificates shall be paid by the registered holder of this Warrant to the Company at the time of delivery of such Stock certificates to the Company as mentioned above. (i) In addition to the method of payment set forth in Section 4.A and in lieu of any cash payment required thereunder, the Holder(s) of this Warrant shall have the right at any time and from time to time to exercise this Warrant in full or in part by surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with manner specified in Section 4.A in exchange for the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu product of any fractional (x) the number of shares or fractional Warrants as described in to which the Warrant Agreement. Prior to is being exercised multiplied by (y) a fraction, the relevant Exercise Date as described more fully in numerator of which is the Warrant Agreement, subject to Section 5.01 Market Price of the Warrant Agreement, Warrants will not entitle Common Stock less the Global Warrant Holder to any Purchase Price and the denominator of the rights of the holders of shares of Common Stock. Reference which is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governMarket Price.

Procedure for Exercise. Warrants Optionholder may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office exercise all or any portion of the Warrant Agent (or successor warrant agent)Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided, that, Optionholder may, in lieu of (A) any Qualified Asset Salepaying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (Biii) an executed joinder agreement to that certain Stockholders Agreement, dated as of March 3, 2016, by and among the saleCompany and its stockholders signatory thereto (as amended from time to time, leasethe “Stockholders Agreement”), conveyance or other transfer in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of all or substantially all a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the consolidated assets of Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Optionholder exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Options granted hereunder and prior to the occurrence of Warrants a Change of Control, Optionholder becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Optionholder shall cause the Warrant Agent to, Optionholder’s spouse to execute and deliver to the exercising Beneficial OwnerCompany a consent in the form of Exhibit 1 attached to the Plan. Optionholder’s failure to deliver to the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as of such date. (i) For purposes of this Agreement, on “Fair Market Value” means the applicable Settlement Datefair market value thereof as determined in good faith by the Board without taking into account any discounts for lack of liquidity or minority interest or other similar discounts; provided, for each Warrant exercisedhowever, a number of that, in the event that the shares of Common Stock equal to the relevant Full Physical Share Amount are not readily traded or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares reported on an established national or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of regional securities exchange (or such shares of Common Stock. Reference is hereby made Stock are determined to be too thinly traded), and the Optionholder believes that the value determined by the Board to be the Fair Market Value pursuant to the further provisions Plan is less than the amount that the Optionholder believes to be the Fair Market Value, (A) the Optionholder may elect to direct the Board to obtain an appraisal of this Global Warrant Certificate set forth the Fair Market Value (where such election must be in writing and given to the Board within fifteen (15) days after the Optionholder receives the Board’s determination of Fair Market Value), which appraisal shall be prepared by a qualified independent appraiser mutually selected by the Board and the Optionholder; (B) if the Board and the Optionholder are unable to agree on the reverse hereofsuch appraiser, they shall each select a qualified independent appraiser, and the two such further provisions appraisers shall select a third qualified independent appraiser who has not provided any services to either of the Board or the Optionholder within twenty-four (24) months preceding the engagement for all purposes have such appraisal, which third appraiser shall prepare the same effect as though fully set forth in this place. This Global Warrant Certificate determination of Fair Market Value; and (C) the determination of the independent appraiser shall not be valid unless countersigned a final and binding determination of Fair Market Value; (D) the reasonable cost and expense of such appraisal shall be paid by the Warrant Agent. In Company unless the event appraiser’s determination is less than 110% of any inconsistency between that of the Warrant Agreement Board, in which case such reasonable cost and this Global Warrant Certificate, the Warrant Agreement expense shall governbe paid by Optionholder.

Procedure for Exercise. Warrants Optionholder may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office exercise all or any portion of the Warrant Agent (or successor warrant agent)Options granted hereunder with respect to Option Shares vested and exercisable pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of (A) any Qualified Asset Salepaying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (Biii) an executed joinder agreement to that certain Stockholders Agreement, dated as of March 3, 2016, by and among the saleCompany and its stockholders signatory thereto (as amended from time to time, leasethe “Stockholders Agreement”), conveyance or other transfer in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall become a party to the Stockholders Agreement and be entitled to the rights and benefits and subject to the duties and obligations of all or substantially all a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the consolidated assets of Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Optionholder exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Options granted hereunder and prior to the occurrence of Warrants a Change of Control, Optionholder becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Optionholder shall cause the Warrant Agent to, Optionholder’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit 1 attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Optionholder’s failure to deliver to the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as described more fully in the Warrant of such date. (i) For purposes of this Agreement, subject to Section 5.01 of “Fair Market Value” means the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect fair market value thereof as though fully set forth determined in this place. This Global Warrant Certificate shall not be valid unless countersigned good faith by the Warrant Agent. In Board (x) without taking into account any discounts for lack of liquidity or minority interest or other similar discounts and (y) taking into account any third-party valuations as the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governBoard deems appropriate.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the remaining number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Exercise Notice set forth on Warrantholder within such time. With respect to any such exercise, the reverse Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have been the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent Market Price, of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined below.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28April 30, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2017. This Global Warrant Certificate certifies that: Cede & Co.that , or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above [, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Class A Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Class A Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants The Option herein granted may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office delivery by Optionee of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of written notice to the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is setting forth the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal with respect to which the Option is being exercised. The notice shall be accompanied by, at the election of the Optionee: (a) cash, cashier's check, bank draft, or postal or express money order payable to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu order of any fractional the Company; (b) certificates representing shares or fractional Warrants as described in the Warrant Agreement. Prior of Common Stock theretofore owned by Optionee duly endorsed for transfer to the relevant Exercise Date as described more fully in Company; (c) a “cashless exercise” election whereby the Warrant Agreement, subject Optionee instructs the Company to Section 5.01 of withhold the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders number of shares of Common Stock. Reference Stock the fair market value, the less the exercise price, of which is hereby made equal to the further provisions aggregate exercise price of this Global Warrant Certificate set forth the shares of Common Stock issuable upon exercise of the Option; or (d) any combination of the preceding, equal in the value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company on the reverse hereofsame day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock hereunder shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) payment in full of the exercise price for the number of shares for which Options are being exercised, are both received by the Company and such further provisions Optionee shall be treated for all purposes have as the same effect record holder of such shares of Common Stock as though fully set forth in this placeof such date. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event As promptly as practicable after receipt of any inconsistency between the Warrant Agreement such written notice and this Global Warrant Certificatepayment, the Warrant Agreement Company shall governcause the shares being purchased to be issued to the Optionee and to record the issuance of such shares to Optionee.

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office At any time after all or any portion of the Warrant Agent (or successor warrant agent), Options granted hereunder have become exercisable with respect to any Option Shares and prior to the Exercise Notice set forth close of business on the reverse tenth anniversary of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier date of this Agreement, Employee may exercise all or any portion of the Option granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) February 28a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation of (A) any Qualified Asset SaleOption Shares to be acquired multiplied by the option exercise price, (Biii) an executed consent from Employee’s spouse (if any) in the saleform of Exhibit 1 attached to the Plan and (iv) executed joinders to that certain Stockholders Agreement, leasedated as of December 5, conveyance or other transfer 2007, by and among the Company and its stockholders and that certain Registration Rights Agreement, dated as of all or substantially all December 5, 2007, by and among the Company and its stockholders. As a condition to any exercise of the consolidated assets of Option, Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Employee to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Employee exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Option granted hereunder and prior to the occurrence of Warrants a Termination Event, Employee becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Employee shall cause the Warrant Agent to, Employee’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit I attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Employee’s failure to deliver the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Employee would otherwise be required to deliver such consent shall constitute Employee’s continuing representation and warranty that Employee is not legally married as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdate.

Procedure for Exercise. Warrants a. At any time after the Initial Exercisability Date, and upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the Exercise Price (a “Cash Exercise”) (provided that the Exercise Price shall be deemed delivered in connection with the delivery of a Notice of Exercise Form in connection with a Cashless Exercise (as defined below), if applicable) for the shares of Common Stock purchased (the “Warrant Shares”), the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. This Warrant may be exercised by surrendering in whole or in part. On any such partial exercise, provided the Holder has surrendered the original Warrant, the Company will issue and deliver to the order of the Holder a new Warrant of like tenor, in the name of the Holder, for the whole number of shares of Common Stock for which such Warrant may still be exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. b. Notwithstanding anything contained herein to the contrary (other than Section 6.6 below), if on the date that is six (6) months after the Warrant Certificate evidencing such Warrant at Date, a Registration Statement (as defined in the principal office of the Warrant Agent Subscription Agreement) is not effective (or successor warrant agent), with the Exercise Notice set forth prospectus contained therein is not available for use on such date and thereafter) for the reverse resale by the Holders of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets shares of the Company and its Subsidiaries in one transaction or a series of related transactions Common Stock issuable pursuant to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver warrants issued pursuant to the Offering, then in lieu of exercising Beneficial Ownerthis Warrant in full for cash, on the applicable Settlement Date, Holder may elect to exchange this Warrant solely with respect to shares of Common Stock issuable pursuant hereto which are not registered by such effective Registration Statement for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amountvalue of this Warrant, as applicableby surrender of this Warrant, together with Cash notice of such election, at the principal office of the Company, in lieu of any fractional shares or fractional Warrants as described in which event the Warrant Agreement. Prior Company shall issue to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders a number of shares of Common Stock. Reference is hereby made to Stock computed using the further provisions following formula (a “Cashless Exercise”), with the balance of this Global Warrant Certificate set forth on the reverse hereof, and shares of Common Stock issuable pursuant hereto which are registered by such further provisions shall effective Registration Statement remaining exercisable solely for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.cash:

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to the Exercise Notice set forth on unexercised portion of this Warrant shall also be issued to the reverse Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent Fair Market Value of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined above.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentex cept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Exercise Notice set forth on Warrantholder within such time. With respect to any such exercise, the reverse Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have been the holder of such shares at the close of business on the next succeeding date-on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent market price of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdeter-mined below.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28July 10, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2016. This Global Warrant Certificate certifies that: Cede & Co.that Motors Liquidation Company, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28September 30, 2021 and (ii) 2018, the date of consummation of (A) Cut-Off Date with respect to any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all redemption pursuant to Article 4 of the consolidated assets Warrant Agreement, and the deemed exercise of the Company and its Subsidiaries in one transaction or Warrant pursuant to a series Pre-Qualified IPO Change of related transactions Control Event pursuant to any Person that is not a Qualified Asset Buyer or (CSection 5.08(e) any Excepted Combinationof the Warrant Agreement. This Global Warrant Certificate certifies that: Cede & Co.that [ ], or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned authenticated by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants The Option herein granted may be exercised by surrendering the Warrant Certificate evidencing such Warrant delivery by Optionee of written notice to the Secretary of the Company setting forth the number of shares of Stock with respect to which the Option is being exercised. The notice shall be accompanied by, at the principal office election of the Warrant Agent (or successor warrant agent)Optionee, with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28cash, 2021 cashier's check, bank draft, or postal or express money order payable to the order of the Company, (ii) certificates representing shares of Stock theretofore owned by Optionee duly endorsed for transfer to the Company, or (iii) any combination of the preceding, equal in value to the aggregate exercise price. Notice may also be delivered by telecopy provided that the exercise price of such shares is received by the Company via wire transfer on the same day the telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Stock in accordance with this Plan, shall be deemed to have been exercised immediately prior to the close of business on the date (i) written notice of such exercise and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all payment in full of the consolidated assets exercise price for the number of share for which Options are being exercised, are both received by the Company and Optionee shall be treated for all purposes as the record holder of such shares of Stock as of such date. As promptly as practicable after receipt of such written notice and payment, the Company shall deliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company and its Subsidiaries shall have deposited such certificates in one transaction or the United States mail, addressed to Optionee at the address specified pursuant to this Section 4. In addition, Optionee may exercise the Option by delivering a series of related transactions written notice to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder Secretary of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any WarrantsCompany, directing (a) an immediate market sale or margin loan respecting all or a part of the shares of Stock to which he is entitled upon exercise of the Option pursuant to an extension of credit by the Company shall determine to Optionee of the Full Physical Share Amount or Net Share Amountexercise price, as applicable, for each Warrant, and (b) the delivery of the shares of Stock from the Company shalldirectly to a brokerage firm, and (c) the delivery of the exercise price from the sale or shall cause margin loan proceeds from the Warrant Agent to, deliver brokerage firm directly to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governCompany.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination[ ]. This Global Warrant Certificate certifies that: Cede & Co.that [ ], or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Class A Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Class A Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five (5) Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to the Exercise Notice set forth on unexercised portion of this Warrant shall also be issued to the reverse Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent Fair Market Value of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined above.

Procedure for Exercise. Subject to the terms and conditions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time during normal business hours on any Business Day during the period beginning on January 24, 1997 and ending on the Warrant Expiration Date. The rights represented by the Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant Warrantholder by: (i) delivery to the Company at the principal office Corporate Office this Warrant, with the Subscription Form attached thereto in the form attached as EXHIBIT B hereto duly completed and (ii) payment to the Company (IN CASH OR BY CERTIFIED OR BANK CHECK) of the Purchase Price (which may be done simultaneously with the sale of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries Shares in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agentpublic offering). In the event of any inconsistency between exercise of the Warrants, certificates for the Warrant Agreement and this Global Warrant CertificateShares so purchased, registered in the name of, or as directed by, the Warrants shall be delivered by the Company to the Warrantholder or its designee or nominee within a reasonable time, not exceeding 5 Business Days, after such Warrants shall have been exercised. Upon receipt of (i) and (ii) immediately preceding, the Warrantholder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Common Stock may not then be actually delivered to the Warrantholder. The stock certificate so delivered shall be in such denomination as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder. If this Warrant Agreement shall governhave been exercised only in part, the Company shall, at the time of delivery of said stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the right of the Warrantholder to purchase the remaining shares of Common Stock then covered by this Warrant. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section, regardless of the name or names in which such stock certificates shall be registered.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28December 31, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2015. This Global Warrant Certificate certifies that: Cede & Co.that , or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants The Option herein granted may be exercised by surrendering the Warrant Certificate evidencing such Warrant at delivery by Optionee of written notice to the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets Secretary of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is setting forth the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal with respect to which the Option is being exercised. The notice shall be accompanied (i) at the election of the Optionee, by cash, cashier's check, bank draft, or postal or express money order payable to the relevant Full Physical Share Amount or Net Share Amountorder of the Company, (ii) as applicableallowed by the Committee, together with Cash in lieu by certificates representing "mature shares" of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior Common Stock theretofore owned by Optionee duly endorsed for transfer to the relevant Exercise Date as described more fully Company, or (iii) any combination of the preceding, equal in value to the Warrant aggregate exercise price. For purposes of this Option Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of "mature shares" means shares of Common StockStock that Optionee has held free of any transferability restrictions or risk of forfeiture for at least six (6) months. Reference Notice may also be delivered by fax or telecopy provided that the exercise price of such shares is hereby made received by the Company via wire transfer on the same day the fax or telecopy transmission is received by the Company. The notice shall specify the address to which the certificates for such shares are to be mailed. An option to purchase shares of Common Stock in accordance with this Plan shall be deemed to have been exercised immediately prior to the further provisions close of this Global Warrant Certificate set forth business on the reverse hereof, date (i) written notice of such exercise and such further provisions (ii) payment in full of the exercise price for the number of shares for which Options are being exercised are both received by the Company and Optionee shall be treated for all purposes have as the same effect record holder of such shares of Common Stock as though fully set forth in this placeof such date. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event As promptly as practicable after receipt of any inconsistency between the Warrant Agreement such written notice and this Global Warrant Certificatepayment, the Warrant Agreement Company shall governdeliver to Optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in Optionee's name or such other name as Optionee directs; provided, however, that such delivery shall be deemed effected for all purposes when a stock transfer agent of the Company shall have deposited such certificates in the United States mail, addressed to Optionee at the address specified pursuant to this Section 4.

Procedure for Exercise. Warrants The Option may be exercised by surrendering for the Warrant Certificate evidencing such Warrant at number of Shares specified in a written notice delivered to the principal office Company, or via the Company's designated online procedures on the website of the Warrant Agent (Company's Plan administrator, at least ten days prior to the date on which purchase is requested, accompanied by full payment in cash or successor warrant agent)by certified bank check, personal check or money order, or, with the Exercise Notice set forth consent of the Compensation Committee, in Common Stock of the Company. In the sole discretion of and subject to such conditions as may be established by the Compensation Committee, payment of the option price may also be made by the Company retaining from the Shares to be delivered upon exercise of the Option, or portion thereof, that number of Shares having a fair market value on the reverse date of exercise equal to the option price of the Warrant Certificate duly completed and executednumber of Shares with respect to which the Optionee exercises the Option. EXPIRATION DATE: The earlier If payment is made by the tender of Shares of Common Stock or retention by the Company of Shares of Common Stock to be delivered upon the exercise of the Option, the fair market value of each share of Common Stock tendered or retained, as the case may be, shall be determined as of the day such Shares are tendered or such Option is exercised, or if no sale or bid has been made on such date, then on the last preceding day on which such sale or bid shall have been made. Any excess of the value of the tendered or retained Shares over the option price will be returned to the Optionee as follows: (i) February 28any whole Shares of Common Stock remaining in excess of the purchase price will be returned to the Optionee in kind, 2021 and may be represented by one or more certificates as determined by the Company in its sole discretion; and (ii) the date any partial Shares of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all Common Stock remaining in excess of the consolidated assets option price will be returned to the Optionee in cash. Such payment may also be made in such other manner as the Compensation Committee determines is appropriate, in its sole discretion. If any applicable law requires the Company to take any action with respect to the Shares specified in such notice, or if any action remains to be taken under the Articles of Incorporation or Bylaws of the Company and its Subsidiaries Company, as in one transaction or a series of related transactions effect at the time, to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder effect due issuance of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any WarrantsShares, (a) then the Company shall determine take such action and the Full Physical Share Amount or Net Share Amount, as applicable, day for each Warrant, and (b) delivery of such Shares shall be extended for the Company shall, or period necessary to take such action. No Optionee shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to have any of the rights of a shareholder of the holders Company under any Option until the actual issuance of shares of Common Stock. Reference is hereby made Shares to the further provisions of this Global Warrant Certificate set forth on the reverse hereofsaid Optionee, and prior to such further provisions issuance no adjustment shall be made for all purposes have dividends, distributions or other rights in respect of such Shares except as provided under the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governPlan.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28July 10, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2019. This Global Warrant Certificate certifies that: Cede & Co.that Motors Liquidation Company, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants a. At any time after the Initial Exercisability Date, and upon surrender of this Warrant with the annexed Notice of Exercise Form duly executed, together with payment in cash of the Exercise Price (a “Cash Exercise”) (provided that the Exercise Price shall be deemed delivered in connection with the delivery of a Notice of Exercise Form in connection with a Cashless Exercise (as defined below), if applicable) for the shares of Common Stock purchased (the “Warrant Shares”), the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. This Warrant may be exercised by surrendering in whole or in part. On any such partial exercise, provided the Warrant Certificate evidencing such Warrant at Holder has surrendered the principal office of the Warrant Agent (or successor warrant agent)original Warrant, with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company will issue and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Ownerorder of the Holder a new Warrant of like tenor, on in the applicable Settlement Datename of the Holder, for each Warrant exercised, a the whole number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any for which such Warrant may still be exercised. No fractional shares or fractional Warrants as described in of Common Stock are to be issued upon the Warrant Agreement. Prior to exercise of this Warrant, but rather the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. b. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock. Reference is hereby made To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the further Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this Global Warrant Certificate set forth on paragraph with respect to any subsequent determination of exercisability. For the reverse purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act (as defined in the Subscription Agreement) and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof, and ) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such further provisions shall for all purposes have the same effect as though fully set forth Maximum Percentage limitation. The limitations contained in this place. This Global Warrant Certificate paragraph shall not be valid unless countersigned by the Warrant Agent. In the event apply to a successor Holder of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governWarrant.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28January 1, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2013. This Global Warrant Certificate certifies that: Cede & Co.that __________________________, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,]** (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern. ** Bracketed language only appears on Global Warrants.

Procedure for Exercise. Warrants Subject to the terms and conditions hereof ---------------------- (including Section 1(d) hereof), this Warrant may be exercised by surrendering the Warrant Certificate evidencing such Warrant at Holder on any day on or after the principal office of the Warrant Agent (Issue Date, in whole or successor warrant agent)in part, with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of by (i) February 28delivery of a written notice, 2021 in the form attached hereto as Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this Warrant and (ii) payment to the date Company of consummation an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (Athe "Aggregate Exercise Price") any Qualified Asset Sale, (B) the sale, lease, conveyance in cash or other by wire transfer of all or substantially immediately available funds. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the consolidated assets Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. On or before the first (1st) Business Day following the date on which the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder has received each of the Number of Warrants Exercise Notice and the Aggregate Exercise Price (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement"Exercise Delivery Documents"). In connection with the exercise of any Warrants, (a) the Company shall determine transmit by facsimile an acknowledgment of confirmation of receipt of the Full Physical Exercise Delivery Documents to the Holder and the Company's transfer agent (the "Transfer Agent"). On or before the third (3rd ) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the "Share Amount Delivery Date"), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's or Net Share Amountits designee's balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as applicablespecified in the Exercise Notice, a certificate, registered in the Company's share register in the name of the Holder or its designee, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to which the relevant Full Physical Share Amount or Net Share AmountHolder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, as applicable, together with Cash in lieu the Holder shall be deemed for all corporate purposes to have become the holder of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 record of the Warrant AgreementShares with respect to which this Warrant has been exercised, Warrants will not entitle the Global Warrant Holder to any irrespective of the rights date such Warrant Shares are credited to the Holder's DTC account or the date of delivery of the holders certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock. Reference is hereby made Stock to be issued shall be rounded up to the further provisions nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governWarrant.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the remaining number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Exercise Notice set forth on Warrantholder within such time. With respect to any such exercise, the reverse Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates from the date on which this Warrant was surrendered and if exercise is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have been the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this Section 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent Market Price, of such fractional interest, as applicabledetermined below. CURRENT MARKET PRICE For any computation hereunder, together with Cash in lieu the current Market Price per share of Common Stock on any fractional shares or fractional Warrants as described in date shall be deemed to be the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 average of the Warrant Agreementdaily market price per share for the 30 consecutive Trading Days (as defined below) commencing 45 Trading Days before the date in question. The daily market price per share shall be the closing sale price (or, Warrants will not entitle if no closing sale price is reported, the Global Warrant Holder to any closing bid price) of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth Stock on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.primary national securities

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28January 1, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2013. This Global Warrant Certificate certifies that: Cede & Co.that __________________________, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,]** (such ** Bracketed language only appears on Global Warrants. number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Net Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Net Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office At any time after all or any portion of the Warrant Agent Options granted hereunder have become exercisable with respect to any Option Shares and prior to the close of business on the tenth anniversary of the date of this Agreement (or successor warrant agentexcept as provided for in Section 2(d) above), with the Exercise Notice set forth on the reverse Optionholder may exercise all or any portion of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier Options granted hereunder with respect to Option Shares vested pursuant to Section 2(c) above by delivering written notice of exercise to the Company, together with (i) February 28a written acknowledgment that Optionholder has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Optionholder regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation Option Shares to be acquired multiplied by the applicable option exercise price (the “Aggregate Exercise Price”), provided that, Optionholder may, in lieu of (A) any Qualified Asset Salepaying the Aggregate Exercise Price in cash, indicate in Optionholder’s exercise notice that such Optionholder intends to effect a cashless exercise thereof and, in such case, the Company shall cancel such number of Option Shares otherwise issuable to the Optionholder having a Fair Market Value equal to the Aggregate Exercise Price of the Options being exercised, in which event the Company shall only issue Option Shares for the remainder of the Options being exercised after satisfying the Aggregate Exercise Price, (Biii) an executed joinder to that certain Stockholders Agreement, dated as of June 25, 2014, by and among the saleCompany and its stockholders signatory thereto (as amended from time to time, leasethe “Stockholders Agreement”), conveyance or other transfer in form and substance reasonably satisfactory to the Company, pursuant to which such Optionholder shall agree to become a party to the Stockholders Agreement and entitled to the rights and benefits and subject to the duties and obligations of all or substantially all a “Management Stockholder” thereunder, and (iv) an executed consent from Optionholder’s spouse (if any) in the form of Exhibit 1 attached to the Plan. As a condition to any exercise of the consolidated assets of Options, Optionholder will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Optionholder to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Optionholder exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Options granted hereunder and prior to the occurrence of Warrants a Change of Control, Optionholder becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Optionholder shall cause the Warrant Agent to, Optionholder’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit 1 attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Optionholder’s failure to deliver to the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Optionholder would otherwise be required to deliver such consent shall constitute Optionholder’s continuing representation and warranty that Optionholder is not legally married as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdate.

Procedure for Exercise. Warrants may be exercised by surrendering In the Warrant Certificate evidencing such Warrant at the principal office event of any exercise of the rights represented by this Warrant, a certificate or certificates for the total number of whole shares of Common Stock so purchased, registered in the name of the Warrantholder, shall be delivered to the Warrantholder within a reasonable time, not exceeding five Business Days, after the rights represented by this Warrant Agent shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (or successor warrant agentexcept a remaining fractional share), if any, with respect to the Exercise Notice set forth on unexercised portion of this Warrant shall also be issued to the reverse Warrantholder within such time. With respect to any such exercise, the Warrantholder shall for all purposes be deemed to have become the holder of record of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock evidenced by such certificate or certificates, from the date on which this Warrant was surrendered and, if exercise is pursuant to SECTION 1(a), payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. No fractional shares shall be issued upon exercise of this Warrant and no payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Stock issued upon such exercise. If any fractional interest in a share of Common Stock would, except for the provisions of this SECTION 1, be delivered upon any such exercise, the Company, in lieu of delivering the fractional share thereof, shall pay to the Warrantholder an amount in cash equal to the relevant Full Physical Share Amount or Net Share Amountcurrent Fair Market Value of such fractional interest, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdetermined above.

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office At any time after all or any portion of the Warrant Agent (or successor warrant agent), Options granted hereunder have become exercisable with respect to any Option Shares and prior to the Exercise Notice set forth close of business on the reverse tenth anniversary of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier date of this Agreement, Director may exercise all or any portion of the Option granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) February 28a written acknowledgment that Director has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Director regarding the Company and its Subsidiaries, 2021 and (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the date Company in the amount equal to the number of consummation of (A) any Qualified Asset SaleOption Shares to be acquired multiplied by the option exercise price, (Biii) an executed consent from Director’s spouse (if any) in the saleform of Exhibit 1 attached to the Plan and (iv) executed joinders to that certain Stockholders Agreement, leasedated as of December 5, conveyance or other transfer 2007, by and among the Company and its stockholders and that certain Registration Rights Agreement, dated as of all or substantially all December 5, 2007, by and among the Company and its stockholders. As a condition to any exercise of the consolidated assets of Option, Director will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries in one transaction or a series of related transactions which it believes is necessary to enable Director to make an informed investment decision. If, at any Person that is not a Qualified Asset Buyer or (C) time subsequent to the date Director exercises any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder portion of the Number Option granted hereunder and prior to the occurrence of Warrants a Termination Event, Director becomes legally married (the “Warrants”) specified above (such number subject to adjustment from time to time as described whether in the Warrant Agreementfirst instance or to a different spouse). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or Director shall cause the Warrant Agent to, Director’s spouse to execute and deliver to the exercising Beneficial Owner, on Company a consent in the applicable Settlement Date, for each Warrant exercised, a number form of shares of Common Stock equal Exhibit 1 attached to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described Plan. Director’s failure to deliver the Company an executed consent in the Warrant Agreement. Prior form of Exhibit 1 to the relevant Exercise Date Plan at any time when Director would otherwise be required to deliver such consent shall constitute Director’s continuing representation and warranty that Director is not legally married as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governdate.