Common use of Representations, Warranties and Covenants of the Holder Clause in Contracts

Representations, Warranties and Covenants of the Holder. (a) By accepting this Warrant, the Holder represents and warrants to the Company as follows: (i) This Warrant and the Warrant Shares issuable upon exercise of the Holder’s rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption from the Securities Act. (ii) The Holder understands and acknowledges (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. (iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) By accepting this WarrantThe Holder is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Holder represents and warrants is a valid and binding agreement and obligation of the Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as follows:amended (the “Securities Act”), and applicable state securities laws. The Holder understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (id) This Warrant The Holder is an “accredited investor” (as defined in Rule 501 of Regulation D), and the Warrant Shares issuable upon exercise Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Holder is not required to be registered as a broker-dealer under Section 15 of the Holder’s rights contained herein will be acquired Securities Exchange Act of 1934, as amended, and the Holder is not a broker-dealer. The Holder acknowledges that an investment in the Securities is speculative and involves a high degree of risk. (e) The Holder is acquiring the Securities solely for investment for the Holder’s its own account and not with a view to or for sale in connection with distribution. The Holder does not have a present intention to sell any of the sale Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any part thereofof the Securities to or through any person or entity; provided, and however, that by making the representations herein, the Holder has no present intention of selling does not agree to hold the Securities for any minimum or engaging in any public distribution other specific term and reserves the right to dispose of the same except pursuant Securities at any time in accordance with Federal and state securities laws applicable to a registration or exemption from the Securities Act. (ii) such disposition. The Holder understands and acknowledges that it (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be such that the Holder is capable of evaluating the merits and risks of its the Holder's investment and has in the ability Company, (ii) is able to bear the economic financial risks associated with an investment in the Securities and (iii) has been given full access to such records of the Company and its investment. subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. (f) The Holder offer and sale of the Securities is an “accredited investor” as defined in Rule 501(a) intended to be exempt from registration under the Securities Act. (iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose by virtue of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.Section 4(2)

Representations, Warranties and Covenants of the Holder. The Holder hereby represents, warrants and covenants the following to the Company: (a) By accepting The Holder has all requisite power and authority to execute, deliver and perform its obligations under this WarrantAgreement. (b) This Agreement has been duly authorized, executed and delivered by the Holder represents and, assuming due authorization, execution and warrants to delivery by the Company as follows:Company, constitutes a valid and binding agreement of the Holder. (c) The execution and delivery by the Holder of this Agreement do not, and the consummation and performance of the transactions contemplated hereby, will not (i) This Warrant contravene the Holder’s certificate of incorporation or bylaws or equivalent governing documents, as applicable, (ii) violate any Law or (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Holder. (d) The Warrants being acquired by the Holder pursuant to this Agreement are being acquired for its own account and with no intention of distributing or reselling such Warrants or the Warrant Shares issuable upon exercise thereof or any part thereof in any transaction that would be in violation of the Holder’s rights contained herein will be acquired for investment for securities Laws of the Holder’s own account and not with a view United States, any state of the United States or any foreign jurisdiction, without prejudice, however, to the sale rights of such Holder at all times to sell or distribution otherwise dispose of all or any part thereof, and of such Warrants (in accordance with this Agreement) or Warrant Shares in a transaction that does not violate the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a Securities Act under an effective registration or exemption from statement under the Securities Act, or under an exemption from such registration available under the Securities Act. If such Holder should in the future decide to dispose of any of such Warrants or Warrant Shares, such Holder understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities Laws, as then applicable and in effect and, in the case of the Warrants, in accordance with this Agreement. (iie) The Such Holder understands and acknowledges that (i) that the Warrants and the Warrant Shares issuable will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement and upon exercise of Warrants is exempt pursuant to Section 4(2) of the Securities Act, (ii) the reliance of the Company on such exemption is predicated in part on such Holder’s rights contained herein are not representations set forth herein, and (iii) such Warrants and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be is exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6registration. (iiif) The Such Holder has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of its investment and the transactions contemplated by this Agreement, has the ability to bear the economic risks of its investment. The Holder the investment and is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D, promulgated under the Securities Act. (iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

Representations, Warranties and Covenants of the Holder. (a) By accepting The registered Holder of this Warrant, the Holder represents by acceptance of this Warrant represents, warrants, and warrants covenants to the Company Corporation as follows: (ia) This The Holder is acquiring this Warrant, and agrees that the exercise of this Warrant and the acceptance of a certificate for Warrant Shares issuable upon exercise of shall constitute its representation that the Holder’s rights contained herein will be acquired Warrant Shares are being acquired, for its own account for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereof, subject, however, to Holder's right to transfer this Warrant and the Holder has no present intention of selling or engaging Warrant Shares in any public distribution of accordance with and subject to the same except pursuant to a registration or exemption from the Securities Actrestrictions on such transfer set forth herein. (ii) The Holder understands and acknowledges (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. (ivb) The Holder understands that this Warrant and all the Warrant Shares issued have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or state securities laws, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws. The Holder acknowledges being informed that this Warrant and the Warrant Shares must be held indefinitely unless this Warrant or the Warrant Shares are registered for sale by such Holder under the Securities Act and applicable state securities laws or an exemption from registration is available. The Holder understands that a sale of the Warrant Shares made in reliance upon exercise hereof shall Rule 144 promulgated under the Securities Act ("Rule 144") can only be stamped or imprinted made in accordance with a legend the terms and conditions of Rule 144 and further understands that in substantially the form set forth on event that the first page hereofexemption from registration provided by such Rule is not available, compliance with some other exemption under the Securities Act will be required in the absence of registration. (bc) The Holder will agrees not offerto sell, sell transfer, pledge or otherwise dispose of hypothecate this Warrant or any Warrant Shares unless a Registration statement is effective for this Warrant or Warrant Shares under the Securities Act or, in the written opinion of such Holder's counsel (a copy of which opinion shall be addressed to and delivered to the Corporation, and which counsel and which opinion shall be issued upon exercise hereof except under circumstances that reasonably satisfactory to the Corporation), such transaction will not result in a any violation of the registration requirements of the Securities Act or any applicable state securities laws. (c) Upon exercise of law. The Corporation may not, and may instruct its transfer agent not to, transfer this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that Warrant or the Warrant Shares so purchased are being acquired solely for unless the Holder’s own account Corporation has been advised by its counsel that the Holder has complied with the provisions of this Warrant and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleapplicable securities laws relating to the proposed transfer.

Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) By accepting this WarrantThe Holder is validly existing and in good standing under the laws of the jurisdiction of its organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Holder represents and warrants to the Company as follows: (i) This Warrant is a valid and the Warrant Shares issuable upon exercise binding agreement and obligation of the Holder’s , enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights contained generally, and the Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of Federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (d) The Holder is an “qualified institutional buyer” as defined under Rule 144A of the Securities Act. (e) The Holder will be acquired acquiring the Exchange Shares for its own account, for investment for the Holder’s own account purposes, and not with a view to the sale any resale or distribution of any part thereofin whole or in part, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption from the Securities Act. (ii) The Holder understands and acknowledges (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. (iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable securities laws; provided, however, that notwithstanding the foregoing, the Holder does not covenant to hold the Exchange Shares for any minimum period of time. (f) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants free and clear of all rights and Encumbrances (as defined below). The Holder hereby waives any registration rights to which the Holder may have been or may be entitled with regard to the Warrants and Exchange Shares. The Holder has the full power and authority to vote, transfer and dispose of the Warrants free and clear of any right or Encumbrance other than restrictions under the Securities Act and applicable state securities laws. (c) Upon exercise . Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of this Warrantany person to acquire all or any of the Warrants. As used herein, the Holder shall“Encumbrances” shall mean any security or other property interest or right, if requested claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investmentoperation of law, and not with a view toward distribution including any agreement (other than this Agreement) to grant or resalesubmit to any of the foregoing in the future.

Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) By accepting this WarrantThe Holder is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Holder represents and warrants is a valid and binding agreement and obligation of the Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as follows:amended (the “Securities Act”) and applicable state securities laws. The Holder understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (id) This Warrant The Holder is an “accredited investor” (as defined in Rule 501 of Regulation D), and the Warrant Shares issuable upon exercise Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Holder is not required to be registered as a broker-dealer under Section 15 of the Holder’s rights contained herein will be acquired Securities Exchange Act of 1934, as amended, and the Holder is not a broker-dealer. The Holder acknowledges that an investment in the Securities is speculative and involves a high degree of risk. (e) The Holder is acquiring the Securities solely for investment for the Holder’s its own account and not with a view to or for sale in connection with distribution. The Holder does not have a present intention to sell any of the sale Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any part thereofof the Securities to or through any person or entity; provided, and however, that by making the representations herein, the Holder has no present intention of selling does not agree to hold the Securities for any minimum or engaging in any public distribution other specific term and reserves the right to dispose of the same except pursuant Securities at any time in accordance with Federal and state securities laws applicable to a registration or exemption from the Securities Act. (ii) such disposition. The Holder understands and acknowledges that it (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be such that the Holder is capable of evaluating the merits and risks of its the Holder’s investment and has in the ability Company, (ii) is able to bear the economic financial risks associated with an investment in the Securities and (iii) has been given full access to such records of the Company and its investment. subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. (f) The Holder offer and sale of the Securities is an “accredited investor” as defined in Rule 501(a) intended to be exempt from registration under the Securities Act. (iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose by virtue of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.Section 4(2)

Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) By accepting this WarrantThe Holder is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by the Holder represents and warrants is a valid and binding agreement and obligation of the Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) The Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as follows:amended (the "SECURITIES ACT"), and applicable state securities laws. The Holder understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (id) This Warrant The Holder is an "accredited investor" (as defined in Rule 501 of Regulation D), and the Warrant Shares issuable upon exercise Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Holder is not required to be registered as a broker-dealer under Section 15 of the Holder’s rights contained herein will be acquired Securities Exchange Act of 1934, as amended, and the Holder is not a broker-dealer. The Holder acknowledges that an investment in the Securities is speculative and involves a high degree of risk. (e) The Holder is acquiring the Securities solely for investment for the Holder’s its own account and not with a view to the or for sale or in connection with distribution. The Holder does not have a present intention to effect any distribution of any part thereofof the Securities to or through any person or entity; PROVIDED, and HOWEVER, that by making the representations herein, the Holder has no present intention of selling does not agree to hold the Securities for any minimum or engaging in any public distribution other specific term and reserves the right to dispose of the same except pursuant Securities at any time in accordance with Federal and state securities laws applicable to a registration or exemption from the Securities Act. (ii) such disposition. The Holder understands and acknowledges that it (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be such that the Holder is capable of evaluating the merits and risks of its the Holder's investment and has in the ability Company, (ii) is able to bear the economic financial risks associated with an investment in the Securities and (iii) has been given full access to such records of the Company and its investment. subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. (f) The Holder offer and sale of the Securities is an “accredited investor” as defined in Rule 501(a) intended to be exempt from registration under the Securities Act. (iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose by virtue of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.Section 4(2)

Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) By accepting this WarrantThe Holder is duly incorporated or organized, validly existing and in good standing under the Holder represents and warrants to the Company as follows: (i) This Warrant and the Warrant Shares issuable upon exercise laws of the Holder’s rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale jurisdiction of its incorporation or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption from the Securities Actorganization. (iib) The This Agreement has been duly authorized, validly executed and delivered by the Holder and is a valid and binding agreement and obligation of Holder enforceable against it in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) Holder understands and acknowledges (i) that the Warrant Shares issuable Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon exercise the truth and accuracy of the Holder’s rights contained representations, warranties, agreements, acknowledgments and understandings of Holder set forth herein are not registered for purposes of qualifying for exemptions from registration under the Securities Act or qualified under of 1933, as amended (the “Securities Act”) and applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6laws. (iiid) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in under Rule 501(a) 501 of Regulation D promulgated under the Securities Act. (ive) The Holder understands that this Warrant is and all Warrant Shares issued upon exercise hereof shall will be stamped or imprinted acquiring the Securities for Holder’s own account, for investment purposes, and not with a legend view to any resale or distribution in substantially the form set forth on the first page hereof. (b) The Holder will not offerwhole or in part, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, Holder does not agree to hold the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. (f) The offer and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) and/or 4(2) thereof. Holder understands that the Securities purchased hereunder are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (g) Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (h) Holder acknowledges that the Securities were not offered to Holder by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which Holder was invited by any of the foregoing means of communications. Holder, in making the decision to purchase the Securities, has relied upon independent investigation made by it and the representations, warranties and agreements set forth in this Agreement and the other transaction documents and has not relied on any information or representations made by third parties. (i) Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Notes (including, without limitation, accrued and unpaid interest thereon) set forth opposite Holder’s name on Exhibit A, free and clear of all rights and Encumbrances (as defined below). Holder has full power and authority to transfer and dispose of the Notes (including, without limitation, accrued and unpaid interest thereon) set forth opposite Holder’s name on Exhibit A, free and clear of any right or Encumbrance other than restrictions under the Securities Act and applicable state securities laws. (c) Upon exercise . Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of this Warrant, any person to acquire all or any of the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Notes set forth opposite Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.name on Exhibit A. “

Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) By accepting this WarrantThis Agreement has been duly authorized, validly executed and delivered by the Holder represents and warrants to the Company as follows: (i) This Warrant is a valid and the Warrant Shares issuable upon exercise binding agreement and obligation of the Holder’s Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereofgenerally, and the Holder has no present intention of selling or engaging in any public distribution of full power and authority to execute and deliver the same except pursuant Agreement and the other agreements and documents contemplated hereby and to a registration or exemption from the Securities Actperform its obligations hereunder and thereunder. (iib) The the Holder understands and acknowledges (i) that the Warrant Exchange Shares issuable are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon exercise the truth and accuracy of the Holder’s rights contained representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein are not registered for purposes of qualifying for exemptions from registration under the Securities Act or qualified under of 1933, as amended (the “Securities Act”) and applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6laws. (iiic) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in under Rule 501(a) 501 of Regulation D promulgated under the Securities Act. (ivd) Neither the Holder nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers (collectively with the Holder, the “Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Holder has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The purchase of the Shares by the Subscriber will not subject the Corporation to any Disqualification Event. (e) The Holder understands that this Warrant is and all Warrant will be acquiring the Exchange Shares issued upon exercise hereof shall be stamped or imprinted for the Holder’s own account, for investment purposes, and not with a legend view to any resale or distribution in substantially the form set forth on the first page hereof. (b) The Holder will not offerwhole or in part, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state applicable securities laws. (cf) Upon exercise The offer and sale of this Warrantthe Exchange Shares is intended to be exempt from registration under the Securities Act, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.virtue of Section 3(a)(9) and/or 4

Representations, Warranties and Covenants of the Holder. (a) By accepting this Warrant, The Holder hereby makes the Holder represents following representations and warrants warranties to the Company Company, and covenants for the benefit of the Company, as follows: (ia) Holder is a limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Warrant Agreement has been duly authorized, validly executed and delivered by the Warrant Shares issuable upon exercise Holder and is a valid and binding agreement and obligation of the Holder’s Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereofgenerally, and the Holder has no present intention of selling or engaging in any public distribution of full power and authority to execute and deliver the same except pursuant Agreement and the other agreements and documents contemplated hereby and to a registration or exemption from the Securities Actperform its obligations hereunder and thereunder. (iic) The Holder understands and acknowledges (i) that the Warrant Shares issuable Preferred Stock is being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon exercise the truth and accuracy of the Holder’s rights contained representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein are not registered for purposes of qualifying for exemptions from registration under the Securities Act or qualified under of 1933, as amended (the "Securities Act ") and applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6laws. (iiid) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “"accredited investor” " as defined in under Rule 501(a) 501 of Regulation D promulgated under the Securities Act. (ive) The Holder understands that this Warrant is and all Warrant Shares issued upon exercise hereof shall will be stamped or imprinted acquiring the Preferred Stock for the Holder's own account, and not with a legend view to any resale or distribution in substantially the form set forth on the first page hereof. (b) The Holder will not offerwhole or in part, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state applicable securities laws. (cf) Upon exercise The offer and sale of this Warrantthe Preferred Stock is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) and/or 4(2) thereof. The Holder understands that the Holder shall, if requested by Securities purchased hereunder have not been registered under the Company, confirm in writing, in a form satisfactory Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company, Company that an exemption from registration under the Warrant Shares so purchased are being acquired solely for Securities Act is available (and then the Holder’s own account Securities may be sold or transferred only in compliance with such exemption and not as a nominee for any all applicable state and other party, for investment, and not with a view toward distribution or resalesecurities laws).

Representations, Warranties and Covenants of the Holder. The Holder hereby represents, warrants and covenants the following to the Company: (a) By accepting The Holder has all requisite power and authority to execute, deliver and perform its obligations under this WarrantAgreement. (b) This Agreement has been duly authorized, executed and delivered by the Holder represents and, assuming due authorization, execution and warrants to delivery by the Company as follows:Company, constitutes a valid and binding agreement of the Holder. (c) The execution and delivery by the Holder of this Agreement do not, and the consummation and performance of the transactions contemplated hereby, will not (i) This Warrant contravene the Holder’s certificate of incorporation or bylaws, (ii) violate any Law or (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Holder. (d) The Warrants being acquired by the Holder pursuant to this Agreement are being acquired for its own account and with no intention of distributing or reselling such Warrants or the Warrant Shares issuable upon exercise thereof or any part thereof in any transaction that would be in violation of the Holder’s rights contained herein will be acquired for investment for securities Laws of the Holder’s own account and not with a view United States, any state of the United States or any foreign jurisdiction, without prejudice, however, to the sale rights of such Holder at all times to sell or distribution otherwise dispose of all or any part thereof, and of such Warrants or Warrant Shares in a transaction that does not violate the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a Securities Act under an effective registration or exemption from statement under the Securities Act, or under an exemption from such registration available under the Securities Act. If such Holder should in the future decide to dispose of any of such Warrants or Warrant Shares, such Holder understands and agrees that it may do so only in compliance with the Securities Act and applicable state and foreign securities Laws, as then applicable and in effect. (iie) The Such Holder understands and acknowledges that (i) that the Warrants and the Warrant Shares issuable will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement and upon exercise of Warrants is exempt pursuant to Section 4(2) of the Securities Act, (ii) the reliance of the Company on such exemption is predicated in part on such Holder’s rights contained herein are not representations set forth herein, and (iii) such Warrants and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be is exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6registration. (iiif) The Such Holder has such knowledge and experience in financial and business matters as to be that it is capable of evaluating the merits and risks of its investment and the transactions contemplated by this Agreement, has the ability to bear the economic risks of its investment. The Holder the investment and is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D, promulgated under the Securities Act. (ivg) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. While GM (b) The Holder will not offer, sell or otherwise dispose of this Warrant or any of its Affiliates) holds any Warrants or Warrant Shares to be issued upon exercise hereof except under circumstances that will Shares, it shall not, and shall direct its Affiliates not result in a violation to, without the prior written consent of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writingdirectly or indirectly: (i) acquire, in a form satisfactory offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any securities of the Company or any subsidiary thereof, or of any successor to the Company, or any assets of the Company or any division thereof or of any such successor if, following such acquisition, GM and its Affiliates would be the beneficial owners of more than 20% of the then outstanding Common Stock; (ii) seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any Person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereof; the Company hereby acknowledges and agrees that the commercial relationship between the Company and GM, and GM’s exercise of its rights under its various commercial agreements with the Company as they may be in effect from time to time, are not the seeking or proposing of influence or control over the management or policies of the Company; (iii) make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any merger, recapitalization, reorganization, business combination or other extraordinary transaction involving the Company or any subsidiary thereof or any of their securities or assets; (iv) enter into any negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or otherwise form, join or in any way engage in discussions relating to the formation of, or participate in, a “group” within the meaning of Section 13(d)(3) of the Exchange Act in connection with any of the foregoing; or (v) publicly disclose that it has requested that the Company amend or waive any provision of this Section 16.2(g) or make any such request in a manner that would require public disclosure thereof by the Company. (h) If GM (or any of its Affiliates) exercises a Warrant at any time prior to the 30th calendar day prior to the Expiration Date, it shall not hold any Warrant Shares so purchased are being acquired solely issued pursuant to such Warrant for more than 30 calendar days following such exercise (the Holder’s own account “Disposal Period”); provided, however, that if GM (or any of its Affiliates) is prohibited from selling all or any portion of its Warrant Shares pursuant to Section 17.1(b), Section 17.2(c), Section 17.3 or Section 17.8 during the Disposal Period, then the Disposal Period with respect to such Warrant Shares shall be extended by the length of time GM (or any of its Affiliates) is prohibited from selling Warrant Shares. GM and not as a nominee for its Affiliates shall have no rights (including the right to vote in the election of directors or receive dividends) with respect to any Warrant Shares held in violation of this Section 16.2(h). (i) If GM (or any of its Affiliates) holds any Warrant Shares either during the Disposal Period or following the Expiration Date, it shall vote such Warrant Shares proportionally with all other party, for investment, and not with a view toward distribution or resalestockholders of the Company.

Representations, Warranties and Covenants of the Holder. (a) By accepting this Warrant, the The Holder hereby represents and warrants to and covenants with the Company Grantor as follows: (i) This Warrant A. The Holder has the power, right and authority to execute and perform this Agreement and the Warrant execution, delivery and performance of this Agreement, in the time and manner herein specified, will not conflict with, result in a breach of, or constitute a default under any provisions of law, or any existing agreement, indenture or other instrument to which the Holder is a party; B. The Holder acknowledges and accepts that the Option Shares issuable upon exercise are restricted securities as that term is defined under the Securities Act of 1033, as amended (the Holder’s rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereof“Securities Act”). Accordingly, and only in the event the Holder has no present intention of selling or engaging in any public distribution of exercises the Option, the Holder hereby acknowledges that until and unless the same except pursuant to a registration or exemption from the Securities Act. (ii) The Holder understands and acknowledges (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant Act: (i) he will be exempt from acquiring the registration Option Shares solely for his own account, for investment purposes and qualification requirements without a view towards the resale or distribution thereof, and ; (ii) that the Option Shares will be subject of stop transfer orders on the books and records of the Company’s reliance on such exemptions is predicated on the accuracy transfer agent and shall be imprinted with a standard form of restrictive legend; and (iii ) any sale or transfer of the Option Shares will be accomplished only in accordance with the Securities Act and the rules and regulations of the Securities and Exchange Commission adopted thereunder; C. The representations set forth and warranties contained in this Section 6.6 shall supersede any and all previous written or oral statements made by the Grantor to the Holder with respect to the Option or the number of Option Shares; (iii) D. The Holder has had access to such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. (iv) The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation records of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, Grantor as the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory desires to the Company, that the Warrant Shares so purchased are being acquired solely for examine and is relying and entering into this Agreement upon the Holder’s 's own account independent findings concerning the Grantor's business prospects and not as a nominee for any other party, for investmentthe value of the Option Shares, and not upon any representation, statement or warranty of the Grantor or any obligation of the Grantor to make any such representation, statement or warranty; and E. The representations and warranties of the Holder herein contained shall be true and correct on and as of the Closing Date with a view toward distribution or resalethe same force and effect as if made on and as of that date.

Representations, Warranties and Covenants of the Holder. Each Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company: (a) By accepting this WarrantSuch Holder is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Agreement has been duly authorized, validly executed and delivered by such Holder represents and warrants is a valid and binding agreement and obligation of such Holder enforceable against such Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and such Holder has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. (c) Such Holder understands that the Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act of 1933, as follows:amended (the “Securities Act”) and applicable state securities laws. Such Holder understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Securities. (id) This Warrant Such Holder is an “accredited investor” (as defined in Rule 501 of Regulation D), and such Holder has such experience in business and financial matters that it is capable of evaluating the Warrant Shares issuable upon exercise merits and risks of an investment in the Securities. Such Holder is not required to be registered as a broker-dealer under Section 15 of the Holder’s rights contained herein will be acquired Securities Exchange Act of 1934, as amended, and such Holder is not a broker-dealer. Such Holder acknowledges that an investment in the Securities is speculative and involves a high degree of risk. (e) Such Holder is acquiring the Securities solely for investment for the Holder’s its own account and not with a view to or for sale in connection with distribution. Such Holder does not have a present intention to sell any of the sale Securities, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant Securities to a registration or exemption from through any person or entity; provided, however, that by making the representations herein, such Holder does not agree to hold the Securities Act. (ii) The for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with Federal and state securities laws applicable to such disposition. Such Holder understands and acknowledges that it (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be such that such Holder is capable of evaluating the merits and risks of its such Holder's investment and has in the ability Company, (ii) is able to bear the economic financial risks associated with an investment in the Securities and (iii) has been given full access to such records of the Company and its investment. subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. (f) The Holder offer and sale of the Securities is an “accredited investor” as defined in Rule 501(a) intended to be exempt from registration under the Securities Act. (iv, by virtue of Sections 3(a)(9) The and 4(2) thereof. Such Holder understands that this Warrant the Securities purchased hereunder have not been, and may never be, registered under the Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company that an exemption from registration under the Securities Act is available (and then the Securities may be sold or transferred only in compliance with such exemption and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted applicable state and other securities laws). Such Holder acknowledges that it is familiar with a legend in substantially Rule 144 of the form set forth on rules and regulations of the first page hereof. Commission, as amended, promulgated pursuant to the Securities Act (b) The "Rule 144"), and that such Holder has been advised that Rule 144 permits resales only under certain circumstances. Such Holder understands that to the extent that Rule 144 is not available, such Holder will not offer, be unable to sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except Securities without either registration under circumstances that will not result in a violation of the Securities Act or any state securities lawsthe existence of another exemption from such registration requirement. (cg) Upon exercise Such Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this WarrantAgreement. (h) Such Holder acknowledges that the Securities were not offered to such Holder by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which such Holder was invited by any of the Holder shall, if requested by the Company, confirm in writingforegoing means of communications. Such Holder, in a form satisfactory making the decision to purchase the CompanySecurities, that has relied upon independent investigation made by it and the Warrant Shares so purchased are being acquired solely for representations, warranties and agreements set forth in this Agreement and the Holder’s own account other transaction documents and has not as a nominee for relied on any other party, for investment, and not with a view toward distribution information or resalerepresentations made by third parties.

Representations, Warranties and Covenants of the Holder. (a) By accepting this WarrantThe Holder represents, warrants and covenants, as of the Holder represents date hereof, as of the Closing Date, and warrants to the Company as of any Mortgage Loan Closing Date, as applicable, as follows: (a) The Holder is (i) This Warrant a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “QIB”) and is an institutional “accredited investor” within the Warrant Shares issuable upon exercise meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, (ii) aware that the Exchange is a private placement exempt from the registration requirements of the Holder’s rights contained herein will be acquired Securities Act and (iii) acquiring the Exchange Notes for its own account, for investment for the Holder’s own account only and not with a view to the sale toward their distribution in violation of federal or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption from the Securities Actstate securities laws. (iib) The Holder understands and acknowledges (i) agrees that the Warrant Shares issuable upon exercise Exchange is not a transaction involving any public offering within the meaning of the Holder’s rights contained herein are Securities Act and that the Exchange Notes have not been registered under the Securities Act, and that if prior to the expiration of the applicable holding period specified in Rule 144(k) of the Securities Act the Holder decides to offer, resell, pledge or otherwise transfer any of the Exchange Notes, such Exchange Notes may be offered, resold, pledged or otherwise transferred only pursuant to and in accordance with the restrictions set forth in Section 5(c) of this Agreement and the Sixth Supplemental Indenture; and (ii) no representation is made as to the availability of any exemption under the Securities Act or qualified under applicable any state securities laws because for the issuance resale of the Exchange Notes. (c) The Holder understands that the Exchange Notes will, until the earlier of the expiration of the applicable holding period set forth in Rule 144(k) of the Securities Act, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144, bear a legend substantially to the following effect: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF (OR OF A BENEFICIAL INTEREST HEREIN) THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”); (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS SECURITY, THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE, AND AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX CONTAINED IN A CERTIFICATE OF TRANSFER AVAILABLE FROM THE TRUSTEE RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS. (d) The Holder (i) is able to fend for itself in the transactions contemplated by this Warrant will be exempt from the registration and qualification requirements thereofAgreement, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Notes and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. (ive) The Holder acknowledges that (i) it has conducted its own investigation of the Companies and the terms of the Exchange Notes and (ii) it has had access to the public filings of the Companies with the Securities and Exchange Commission (the “Commission”) and to such financial and other information as it deems necessary to make its decision to acquire the Exchange Notes. (f) The Holder understands that this Warrant the Companies will rely upon the truth and all Warrant Shares issued upon exercise hereof accuracy of the foregoing representations, acknowledgements and agreements and agrees that if any of the representations or acknowledgements deemed to have been made by it in connection with the Exchange is no longer accurate, the Holder shall be stamped promptly notify the Companies. If the Holder is acquiring the Exchange Notes as a fiduciary or imprinted agent for one or more investor accounts, it represents that is has sole investment discretion with a legend in substantially respect to each such account and it has full power to make the form set forth foregoing representations, acknowledgements and agreements on the first page hereofbehalf of such account. (bg) The Holder will not offerhas full right, sell or otherwise dispose power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of Agreement and the Securities Act or any state securities lawsExchange. (ch) Upon exercise of The Holder understands that nothing in this WarrantAgreement, the public filings of the Companies with the Commission or any other materials presented to the Holder shallin connection with the Exchange constitutes legal, if requested tax or investment advice. The Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with the Exchange and its investment in the Exchange Notes and has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to the Exchange and its investment in the Exchange Notes. (i) The Holder represents and warrants that, to the knowledge of the Holder, no direct or indirect payment of commission or remuneration has been paid to any third party in connection with the Exchange and the issuance of the Exchange Notes. (j) The Holder has valid title to the Notes, free and clear of all security interests, claims, liens, equities or other encumbrances created or authorized by it; and the delivery of the Notes by the Company, confirm in writing, in a form satisfactory Holder pursuant to this Agreement will pass valid title thereto to the CompanyOperating Partnership, that free and clear of any “adverse claim” created or authorized by it (as defined in Section 8-102 of the Warrant Shares so purchased are being acquired solely for Uniform Commercial Code of the Holder’s own account State of New York as in effect on the date hereof and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleon the Closing Date).

Representations, Warranties and Covenants of the Holder. (a) By accepting this Warrant, The Holder hereby makes the Holder represents following representations and warrants warranties to the Company Company, and covenants for the benefit of the Company, as follows: (ia) If a Holder is an entity, such Holder is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. (b) This Warrant Agreement has been duly authorized, validly executed and delivered by the Warrant Shares issuable upon exercise Holder and is a valid and binding agreement and obligation of the Holder’s Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereofgenerally, and the Holder has no present intention of selling or engaging in any public distribution of full power and authority to execute and deliver the same except pursuant Agreement and the other agreements and documents contemplated hereby and to a registration or exemption from the Securities Actperform its obligations hereunder and thereunder. (iic) The Holder understands and acknowledges (i) that the Warrant Shares issuable Securities are being offered and sold to it in reliance on specific provisions of Federal and state securities laws and that the Company is relying upon exercise the truth and accuracy of the Holder’s rights contained representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein are not registered for purposes of qualifying for exemptions from registration under the Securities Act or qualified under of 1933, as amended (the “Securities Act”) and applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6laws. (iiid) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in under Rule 501(a) 501 of Regulation D promulgated under the Securities Act. (ive) The Holder understands that this Warrant is and all Warrant Shares issued upon exercise hereof shall will be stamped or imprinted acquiring the Securities for the Holder’s own account, and not with a legend view to any resale or distribution in substantially the form set forth on the first page hereof. (b) The Holder will not offerwhole or in part, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state applicable securities laws. (cf) Upon exercise The offer and sale of this Warrantthe Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 3(a)(9) and/or 4(2) thereof. The Holder understands that the Holder shall, if requested by Securities purchased hereunder have not been registered under the Company, confirm in writing, in a form satisfactory Securities Act and that none of the Securities can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or the Company receives an opinion of counsel reasonably acceptable to the Company, Company that an exemption from registration under the Warrant Shares so purchased are being acquired solely for Securities Act is available (and then the Holder’s own account Securities may be sold or transferred only in compliance with such exemption and not as a nominee for any all applicable state and other party, for investment, and not with a view toward distribution or resalesecurities laws).

Representations, Warranties and Covenants of the Holder. (a) By accepting this Warrant, the Holder represents and warrants to the Company as follows: (i) : This Warrant and the Warrant Shares issuable upon exercise of the Holder’s rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption from the Securities Act. (ii) . The Holder understands and acknowledges (i) that the Warrant Shares issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or qualified under applicable state securities laws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (ii) that the Company’s reliance on such exemptions is predicated on the accuracy of the representations set forth in this Section 6. (iii) 20. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. (iv) . The Holder understands that this Warrant and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the form set forth on the first page hereof. (b) The Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any state securities laws. (c) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

Representations, Warranties and Covenants of the Holder. The Holder hereby makes the following representations and warranties to the Company, and covenants for the benefit of the Company. (a) By accepting this WarrantThis Agreement has been duly authorized, validly executed and delivered by the Holder represents and warrants to the Company as follows: (i) This Warrant is a valid and the Warrant Shares issuable upon exercise binding agreement and obligation of the Holder’s Holder enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights contained herein will be acquired for investment for the Holder’s own account and not with a view to the sale or distribution of any part thereofgenerally, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant power and authority to a registration or exemption from the Securities Actexecute and deliver this Agreement and documents contemplated hereby and to perform its obligations hereunder and thereunder. (iib) The Holder understands and acknowledges (i) that the Warrant Shares issuable Preferred Stock is being offered and sold in reliance on specific provisions of federal and state securities laws and that the Company is relying upon exercise the truth and accuracy of the Holder’s rights contained representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein are not registered for purposes of qualifying for exemptions from registration under the Securities Act or qualified under of 1933, as amended (the “Securities Act”), and applicable state securities laws because laws. (c) The execution, delivery and performance of this Agreement by the issuance Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Holder is a party or by this Warrant will be exempt from which the registration and qualification requirements thereofHolder’s properties or assets are bound, and or (ii) that result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company’s reliance on such exemptions is predicated on the accuracy Holder or by which any property or asset of the representations set forth Holder are bound or affected, except, in each case, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Holder’s ability to perform its obligations under this Section 6Agreement. (iiid) The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment. The Holder is an “accredited investor” as defined in under Rule 501(a) 501 of Regulation D promulgated under the Securities Act, with sufficient knowledge and experience in financial matters as to be capable of evaluating the risks and merits of the transaction contemplated hereby. (ive) The Holder understands that this Warrant is acquiring the Preferred Stock for the Holder’s own account, for investment purposes, and all Warrant Shares issued upon exercise hereof shall be stamped or imprinted not with a legend view to any resale or distribution in substantially the form set forth on the first page hereof. (b) The Holder will not offerwhole or in part, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable securities laws; provided, however, that by making the representations herein, the Holder does not agree to hold the Preferred Stock for any minimum or other specific term and reserves the right to dispose of such shares at any time in accordance with federal and state securities laws applicable to such disposition. (f) The Holder understands that the Preferred Stock, including the shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable upon conversion of the Preferred Stock (the “Conversion Shares”), are “restricted securities,” as that term is defined in the Securities Act and the rules thereunder, have not been registered under the Securities Act, and that none of the Preferred Stock or Conversion Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or an exemption from registration under the Securities Act is available (and then the Preferred Stock and/or Conversion Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws). (g) The Holder has not employed any broker or finder or incurred any liability for any brokerage or investment banking fees, commissions, finders’ structuring fees, financial advisory fees or other similar fees in connection with any of the transactions contemplated by this Agreement. (h) The Holder acknowledges that the Preferred Stock was not offered to the Holder by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which the Holder was invited by any of the foregoing means of communications. (i) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Note free and clear of all rights and Encumbrances (as defined below) other than restrictions under the Securities Act and other applicable federal and state securities laws. (c) Upon exercise . The Holder has full power and authority to transfer and dispose of the Note free and clear of any right or Encumbrance other than restrictions under the Securities Act and other applicable federal and state securities laws. Other than the transactions contemplated by this WarrantAgreement, there is no pending proposal, or other right of any person to acquire all or any of portion of the Holder shallNote. “Encumbrances” shall mean any security or other property interest or right, if requested claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investmentoperation of law, and not with a view toward distribution including any agreement (other than this Agreement) to grant or resalesubmit to any of the foregoing in the future.