Common use of Requirements for Transfer Clause in Contracts

Requirements for Transfer. (a) Subject to Shareholders Agreement, this Warrant and the Warrant Shares shall not be sold, pledged or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders Agreement. (b) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalent.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) The Registered Holder shall have "piggyback" registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement which the Company files for any purpose on a form available for such registration, after the Original Issue Date. Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act liabilities.

Requirements for Transfer. (a) Subject to Shareholders the Stockholders Agreement, this Warrant and the Warrant Shares shall not be sold, pledged or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders Agreement. (b) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act or foreign equivalent.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) The Registered Holder shall have "piggyback" registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement which the Company files for any purpose on a form available for such registration, after the Original Issue Date Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act liabilities.

Requirements for Transfer. (ai) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares Units shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company Partnership first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the CompanyPartnership, to the effect that such sale or transfer is exempt from the registration requirements of the Act and Securities Act. (ii) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Warrantholder which is a corporation to a wholly owned subsidiary of such corporation or to a corporation owned by the same parent entity of such corporation, a transfer by a Warrantholder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any applicable state securities lawssuch partner or retired partner, or a transfer by a Warrantholder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Partnership effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 2(d), or (iiiii) a transfer made in accordance with Rule 144 under the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementSecurities Act. (biii) Each certificate representing this Warrant or Warrant Shares Units shall bear a legend legend, and any Warrant Units issued in book entry form shall be subject to restrictions as if certificated and bearing a legend, substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED, EXCEPT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO AN EFFECTIVE EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant SharesUnits, at the request of the holder thereofWarrantholder, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act or foreign equivalenthave been registered under the Securities Act.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND "THE SECURITIES SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR PLEDGED, EXCEPT OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR RULE 144 OF SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” ACT. The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or foreign equivalent(ii) the Company shall have received either an opinion of counsel or a "no-action" letter from the SEC to the effect that any transfer of the Warrant Shares represented by such certificates will not violate the Act and applicable state securities laws.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly-owned subsidiary of such corporation or to a corporation owned by the same parent entity of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED, EXCEPT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO AN EFFECTIVE EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale without limitations pursuant to Rule 144(k) 144 under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation or to a corporation owned by the same parent entity of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED, EXCEPT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO AN EFFECTIVE EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) 144 under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, thereof at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) The Registered Holder shall have "piggyback" registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement which the Company files for any purpose on a form available for such registration, after the Original Issue Date. Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act liabilities.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee (but not a director) of the Registered Holder as permitted by NASD rules, provided that the transferee agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif sold pursuant to an effective registration statement which is then effective permitting the resale of the Warrant Shares. (d) The Company will, at the Registered Holder's request, use reasonable efforts to allow the Registered Holder to sell some or all of the Warrant Shares (but not the Warrants) in a registered public offering under the Securities Act of 1933, as amended ("Securities Act"), pursuant to which the Company or other holders of common stock of the Company register shares for sale. The Registered Holder's rights hereunder shall be subject to such reasonable terms, conditions and restrictions as are established by the Board of Directors of the Company, which determination shall be final and binding, except that (i) such registration rights shall only apply to registration statements filed on Forms X-0, X-0 or S-3; (ii) after notice has been given to the Registered Holder at least twenty (20) days prior to the filing of such registration statement, the Registered Holder shall make a written request within ten (10) days following receipt of such notice of the number of Warrant Shares it wishes to be included in the registration; (iii) the Registered Holder shall be responsible for the fees and expenses of its counsel and for all underwriting discounts, commissions and filing fees attributable to the Warrant Shares included in the registration statement; (iv) if the offering being registered by the Company is underwritten and if the representative of the underwriters certifies in writing that inclusion therein of the Warrant Shares would materially and adversely affect the sale of the securities to be sold by the Company thereunder, then the Company shall be required to include in the offering only that number of Warrant Shares which the underwriters determine in their sole discretion will not jeopardize the success of the offering (and the securities so included will be apportioned pro rata among all selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder); and (v) the Company will use its best efforts to register and qualify under such other securities laws of such jurisdictions as shall be reasonably requested by the selling Registered Holder in order to enable the Registered Holder to consummate the disposition of the Warrant Shares being sold in such jurisdictions (provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to transact business or to file a general consent to service of process in any such jurisdiction). The Company's obligations hereunder are expressly conditioned upon such Registered Holder furnishing to the Company in writing such information concerning such Registered Holder and the terms of such Registered Holder's proposed sale of Warrant Shares as the Company shall reasonably request for inclusion in the registration statement. If any registration statement including any of the Warrant Shares is filed, then the Company shall indemnify each Registered Holder thereof (and each underwriter for such Registered Holder and each person, if any, who controls such underwriter within the meaning of the Securities Act) from any loss, claim, damage or liability arising out of, based upon or in any way relating to any untrue statement of a material fact contained in such registration statement or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except for any such statement or omission based on information furnished in writing by such Registered Holder of the Warrant Shares expressly for use in connection with such registration statement; and such Registered Holder shall indemnify the Company (and each of its officers and directors who has signed such registration statement, each director, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter for the Company and each person, if any, who controls such underwriter within the meaning of the Securities Act) and each other such Registered Holder or selling shareholder against any loss, claim, damage or liability arising from any such statement or omission which was made in reliance upon information furnished in writing to the Company by such Registered Holder of the Warrant Shares expressly for use in connection with such registration statement.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shares of Common Stock shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended amended, (the “Securities Act”), and any applicable state securities laws, ) or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, counsel to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a subsidiary or affiliate of such corporation, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 3, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend legends in substantially in the following formforms: “NEITHER THIS WARRANT AND NOR THE SECURITIES REPRESENTED BY THIS WARRANT SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT , AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANS-FERRED, PLEDGED OR PLEDGED, EXCEPT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER THE ACT OR UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGIS-TRATION IS NOT REQUIRED.” (d) Each certificate representing shares of Common Stock shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SUCH ANY APPLICABLE STATE SECU-RITIES LAWS AND MAY NOT BE OFFERED, SOLD OR FOREIGN OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION ARE REGISTERED UNDER THE SECURITIES SUCH ACT OR UNLESS SOLD PURSUANT TO AN EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Sharesshares of Common Stock, at the request of the holder Registered Holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any under applicable state securities or blue sky laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND "THE SECURITIES SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION IN EFFECT UNDER SUCH ACT UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR PLEDGED, EXCEPT OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT DEMONSTRATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT OR UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR RULE 144 OF SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSACT.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as (i) they become eligible for resale pursuant to an effective registration statement or Rule 144(k) under the Act or foreign equivalent(ii) the Company shall have received either an opinion of counsel or a "no-action" letter from the SEC to the effect that any transfer of the Warrant Shares represented by such certificates will not violate the Act and applicable state securities laws.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities lawsAct, or (iii) they are sold or transferred in compliance with the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 provisions of Rule 144 under the Stockholders AgreementAct. (b) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (c) The Registered Holder shall have "piggyback" registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement or registration statements which the Company files for any purpose on a form available for such registration, after the Original Issue Date. Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company required to be included in the registration statement. Prior to filing any registration statement, the Company will provide Registered Holder with not less than 15 days prior written notice within which the Registered Holder may elect to exercise piggyback rights. The registration statement will include customary indemnification provisions by the Company and the Registered Holder. Company will pay all costs of such registration except that Registered Holder will pay any underwriting discounts or commissions and the fees of any counsel, accountants or other advisors retained by the Registered Holder.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to counselto the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation or to a corporation owned by the same parent entity of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 3, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, counsel reasonably satisfactory to the Company, Company to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation or to a corporation owned by the same parent entity of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act, unless in the case of clause (ii) only, the Company reasonably requests an opinion of counsel regarding compliance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT , AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED, EXCEPT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT AND SUCH LAWS OR UNLESS SOLD PURSUANT TO AN EFFECTIVE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this 26.1 This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders Agreement. (b) 26.2 Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND "THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT LAWS AND MAY NOT BE SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO UNLESS EITHER (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH OF 1933, AS AMENDED, AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR FOREIGN SECURITIES LAWS, OR IF (B) THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE SECURITIES ACT OR CORPORATION TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS LEGALLY REQUIRED FOR SUCH TRANSFER.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the “NASD”) to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: : (d) The Registered Holder shall have “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933piggyback” registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement which the Company files for any purpose (other than registrations relating solely to Company stock or option plans or with respect to corporate reorganizations or other transactions under Rule 145 under the Act) on a form available for such registration, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWSafter the Original Issue Date. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” The foregoing legend Such registration shall be removed from subject to customary terms and conditions, including obligations by the certificates representing Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act liabilities. (e) The Company shall file a registration statement on Form S-3 covering the Warrant Shares as soon as practicable six months after the Original Issue Date, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC prior to the first anniversary of the Original Issue Date; provided, however, that the Company shall not be obligated to effect any Warrants such registration (i) if Form S-3 is not available for an offering by the Registered Holder, (ii) if the Registered Holder fails to provide such information about the Registered Holder and its plan of distribution as may be required to be disclosed in the registration statement, or (iii) if the Company furnishes to the Registered Holder a certificate signed by the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 registration to be effected at such time. The Company shall pay all expenses incurred in connection with such registration, including (without limitation) all registration, filing, qualification, printer’s and accounting fees, fees and disbursements of counsel for the Company, but excluding underwriting discounts and commissions relating to the sale of the Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalent.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) The Registered Holder shall have "piggyback" registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement which the Company files for any purpose on a form available for such registration (which shall not include Forms S-4 or S-8), after the Original Issue Date. Such "piggyback" registration rights shall be subject to underwriter's cutbacks. Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act liabilities.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, counsel to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation or to a corporation owned by the same parent entity of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 3, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, Neither this Warrant and nor the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended. The securities represented by this certificate are subject to the restrictions on transfer set forth in that certain Warrant dated May __, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED2001 and, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSexcept as otherwise provided therein, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSmay not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) If at any time, the Company proposes to file with the SEC a registration statement on Form S-3 (a "Registration Statement") relating to an offering for its own account or the account of others under the Act of any shares of Common Stock, the Company shall promptly send to the Registered Holder written notice of the Company's intention to file a Registration Statement and of such Registered Holder's rights under this Section 4(d) and, if within twenty (20) days after receipt of such notice, such Registered Holder shall so request in writing, the Company shall include in such Registration Statement all or any part of the Warrant Shares such Registered Holder requests to be registered. Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company as required by the Company so as to effect the inclusion of the Warrant Shares in the Registration Statement. The Registered Holder's right of registration of the Warrant Shares under this Section 4(d) will, at all times, be subject to the good faith judgment of the Company's Board of Directors and management to, at any time, withhold registration before the effectiveness of any Registration Statement or to cancel registration at any time after a Registration Statement has become effective without liability of the Company to the Registered Holder.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, counsel reasonably satisfactory to the Company, Company to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation or to a corporation owned by the same parent entity of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act, unless in the case of clause (ii) only, the Company reasonably requests an opinion of counsel regarding compliance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND "THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT , AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED, EXCEPT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT AND SUCH LAWS OR UNLESS SOLD PURSUANT TO AN EFFECTIVE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, if the transferee agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares (unless at the time of exercise the Warrant Shares have been sold pursuant to a registration statement under the Act) shall bear a legend substantially in the following form: “THIS WARRANT AND "THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) The Company will use its reasonable efforts to register the Warrant Shares for resale. However, the Company can make no guarantees as to when, or if, the Securities and Exchange Commission will declare a registration statement covering the Warrant Shares to be effective.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares and Underlying Warrants shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares and Underlying Warrants shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants Warrant Shares or Warrant Sharesshares issued upon exercise of the Underlying Warrants, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. (d) With respect to the Warrant Shares and the shares issuable upon exercise of the Underlying Warrants (but not the Underlying Warrants), the Registered Holder shall have one "demand" registration right, under which it shall have the right, at any time that the Company is eligible to use Form S-3 for resales by selling stockholders, to request that the Company effect such registration as soon as practicable following the notice of such demand. This demand right shall remain in effect until the June 5, 2006. The Registered Holder shall also have unlimited "piggyback" registration rights to request that the Warrant Shares and the shares issuable upon exercise of the Underlying Warrants (but not the Underlying Warrants) be registered for resale on any registration statement which the Company files for any purpose on a form available for such registration by selling stockholders after the Original Issue Date. Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act or foreign equivalentliabilities, and shall be subject to customary underwriter cutbacks as a result of market conditions, provided that all requesting selling stockholders are treated on a pro rata allocation basis as determined by the number of securities requested to be included in the registration statement subject to the cutback.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASD") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) The Registered Holder shall have "piggyback" registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement which the Company files for any purpose on a form available for such registration (which shall not include Forms S-4 or S-8), after the Original Issue Date. Such "piggyback" registration rights shall be subject to underwriter's cutbacks. Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act liabilities. 17 18

Requirements for Transfer. Every Transfer permitted hereunder, including Transfers permitted by Section 12.02, shall be subject to the following requirements: (a) Subject The transferee shall establish to Shareholders Agreementthe reasonable satisfaction of the Board that the proposed Transfer will not cause or result in a breach of any agreement binding upon the LLC or any violation of law, this Warrant and the Warrant Shares shall not be soldincluding without limitation, pledged federal or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, and that the proposed Transfer would not cause (i) the LLC to be an investment company as defined in the Investment Company Act of 1940, as amended or (ii) the Company first registration of the LLC’s securities under federal securities laws; (b) The transferee shall have been furnished with an opinion of legal counsel, reasonably satisfactory establish to the Company, to the effect that such sale or transfer is exempt from the registration requirements reasonable satisfaction of the Act and Board that the proposed Transfer would not (i) adversely affect the classification of the LLC as a partnership for federal or state tax purposes, (ii) cause the LLC to fail to qualify for any applicable state securities lawsregulatory safe harbor from treatment as a publicly traded partnership treated as a corporation under Code Section 7704, or (iii) have a substantial adverse effect with respect to federal income taxes payable by the Warrant LLC or Warrant Shares are transferred to an Affiliate as defined in Section 1 Members holding a majority-in-interest of the Stockholders Shares; and (c) The transferee shall execute a counterpart of this Agreement and such other documents or instruments as may be reasonably required by the Board to reflect the provisions hereof, and the transferred Shares shall continue to be subject to all restrictions under this Agreement. (bd) Each certificate certificate, if any such certificates are issued, representing this Warrant or Warrant Shares shall bear a legend be stamped or otherwise imprinted with legends substantially in similar to the following form: “THIS WARRANT AND (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS WARRANT HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE GIFTED, ASSIGNED, TRANSFERRED, EXCHANGED, PLEDGED, SUBJECTED TO A SECURITY INTEREST OR OTHERWISE DISPOSED OF UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH CERTAIN RESTRICTIONS SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED (AND/OR RESTATED FROM TIME TO TIME, ENTERED INTO BY THE “SECURITIES ACT”)HOLDER OF THESE SHARES, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWSTHE COMPANY AND MEMBERS OF THE COMPANY. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDA COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. Until the foregoing requirements are met, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSthe LLC need not recognize the transferee for any purpose under this Agreement, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS.” The foregoing legend and the transferee shall be removed from entitled only to the certificates representing any Warrants or Warrant Shares, at the request rights of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) a transferee who is not a Member under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation where the transferee of the Warrant is either a wholly owned subsidiary of such corporation or a wholly-owned corporation owned by the same parent entity of such Registered Holder, (ii) a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, (iii) a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 3. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND "THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR PLEDGED, EXCEPT HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO AN EFFECTIVE EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSIS NOT REQUIRED.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become thereof upon receipt of an opinion of legal counsel satisfactory to the Company to the effect that the Warrant Shares are eligible for resale pursuant to Rule 144(kRule144(k) under the Act or foreign equivalentAct.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities "Act”"), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the "NASO") to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF -The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” " The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares. (d) The Registered Holder shall have "piggyback" registration rights to have the Warrant Shares (but not the Warrants) registered for resale on any registration statement which the Company files for any purpose on a form available for such registration, after the Original Issue Date Such registration shall be subject to customary obligations by the Registered Holder to provide information to the Company and by the Company to indemnify the Registered Holder against Securities Act liabilities.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or otherwise transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders AgreementAct. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, or a transfer by a Registered Holder which is a member of the National Association of Securities Dealers (the “NASD”) to an officer or employee of the Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. In no event shall the Company be required to accept any transfer which would result in there being more than five holders of record of this Warrant. (c) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” The foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or foreign equivalentif an effective registration statement is then in effect permitting the resale of the Warrant Shares.

Requirements for Transfer. (a) Subject Neither this Warrant nor any interest herein shall be sold or otherwise transferred, in whole or in part, in any respect; provided, that, -------- ---- the entire Warrant) to Shareholders Agreementany entity controlling, controlled by or under common control of the Registered Holder if (i) the transferee agrees in writing as part of such notice to be bound by the terms of this Warrant and the Purchase Agreement (including, without limitation, the terms of Section 5.5 of the Purchase Agreement), (ii) AOL agrees in writing as part of such notice to remain primarily responsible for all of the obligations of the Registered Holder under this Warrant Shares shall not be sold, pledged or otherwise transferred unless and under the Purchase Agreement and (iii) either (i) they first such transfer shall have been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and any applicable state securities laws, (ii) or the Company first shall have been furnished with an opinion of legal counselsuch representation letters and other documentation, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act Securities Act. In addition to the restrictions on transfer set forth in this Section 4, this Warrant and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred also subject to an Affiliate as defined the restrictions on transfer set forth in Section 1 of the Stockholders Purchase Agreement, which terms are incorporated in this Warrant. (b) Each certificate representing this Warrant or Warrant Shares shall bear a legend legends substantially in the following form: “THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "The shares represented by this certificate have been issued pursuant to and are subject to restrictions on transfer set forth in a Common Stock and Warrant Purchase Agreement with the Corporation and a Common Stock Purchase Warrant issued by the Corporation, copies of which are available for inspection at the office of the Secretary of the Corporation." "The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDED (THE “SECURITIES ACT”)as amended, OR UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGEDand may not be offered, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSsold or otherwise transferred, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSpledged or hypothecated unless and until such securities are registered under such Act or the Corporation obtains appropriate documentation to the effect that such registration is not required.” " The immediately foregoing legend shall be removed from the certificates representing any Warrants or Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act or foreign equivalentand upon the delivery to the Company of such representation letters and other documentation, reasonably satisfactory to the Company, that such legend may be removed.

Requirements for Transfer. (a) Subject to Shareholders Agreement, this This Warrant and the Warrant Shares shall not be sold, pledged sold or transferred or otherwise transferred unless either (i) they first shall have been registered under disposed of except in accordance with Sections 3 and 7 of the Securities Act of 1933, as amended (the “Securities Act”)Purchase Agreement, and any applicable state securities laws, (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws, or (iii) the Warrant or Warrant Shares are transferred to an Affiliate as defined in Section 1 of the Stockholders Registration Rights Agreement. (b) Each certificate representing this Warrant or Warrant Shares shall bear a legend substantially in the following form: “THIS WARRANT AND "THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR UNDER ANY APPLICABLE STATE OR FOREIGN AND WERE ACQUIRED BY THE REGISTERED HOLDER FOR SUCH XXXXXX'S OWN ACCOUNT FOR INVESTMENT. THESE SECURITIES LAWS. THIS WARRANT MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE OR FOREIGN SECURITIES LAWSACT, OR IF AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND SUBSTANCE TO THE PROPOSED TRANSFER CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO CERTAIN PROVISIONS OF THAT CERTAIN STOCKHOLDERS' AGREEMENT DATED JANUARY 12, 1987, AMONG THE CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK, THAT CERTAIN CONVERTIBLE PREFERRED STOCK AND COMMON STOCK PURCHASE AGREEMENT DATED JANUARY 12, 1987, AMONG THE CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK OF THE CORPORATION, AND THAT CERTAIN UNIT PURCHASE AGREEMENT DATED JULY 27, 1992, AMONG THE CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING NOTES OF THE CORPORATION, AND MAY NOT BE OFFERED FOR SALE, SOLD, BEQUEATHED, TRANSFERRED (INCLUDING BY WILL OR PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION OR OTHERWISE),PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED IN ACCORDANCE WITH THE ABOVE AGREEMENTS, COPIES OF WHICH AGREEMENTS ARE ON FILE AT THE CORPORATION AND MAY BE EFFECTED WITHOUT REGISTRATION UNDER OBTAINED BY WRITTEN REQUEST MADE BY THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWSHOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION.” The foregoing " Such certificates shall also bear such legend shall as may be removed from required by the Stockholders' Agreement dated January 12, 1987, among the Company and certain holders of outstanding stock, if the holder of the certificates representing any Warrants or Warrant Sharesis a party to such agreement, at and the request laws of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act State of New Jersey or foreign equivalentany other state.