Common use of Requirements for Transfer Clause in Contracts

Requirements for Transfer. a) For a period of six months after the issuance date of this Warrant (which shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act") (except in connection with an offering on Form S-8 or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention and, upon request from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and to the extent that the underwriter of securities included in the registration statement and offered by the Company shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement (or another registration statement for such purpose) in effect until at least the second anniversary of the original issue date of the Warrant. Notwithstanding the foregoing, this Section 4(b) shall be inoperative to the extent that the Warrant Shares are already registered under the Securities Act pursuant to an effective registration statement of the Company. c) The Company will maintain a register (the "WARRANT REGISTER") containing the name and address of the registered Holder of this Warrant. The Holder may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at the principal office of the Company. e) Until any transfer of this Warrant is made in the Warrant Register, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

Requirements for Transfer. a(i) For Each Holder agrees that it shall not, directly or indirectly, whether by merger, consolidation, division or otherwise, and whether by or through one or more Affiliates, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such transaction, a period of six months after the issuance date of this Warrant (which shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued“Transfer”), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities under shares of capital stock of the Securities Act of 1933, as amended Corporation except (the "Securities Act"A) (except in connection compliance with an offering on Form S-8 or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention and, upon request from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number , (B) in compliance with any other applicable securities or “blue sky” laws, (C) in accordance with the terms and conditions of Warrant Shares the By-laws, the Certificate of Incorporation and this Agreement and (D) to be included a Permitted Transferee of such Holder or to an unaffiliated, third-party transferee which, unless otherwise approved in such offering may be reduced if and to the extent that the underwriter of securities included in the registration statement and offered writing by the Company shall be Board, as of the opinion that expected date of such inclusion would adversely affect Transfer, is not a Competitor (the marketing transferee of the securities to be sold by the Company thereinany such Transfer being an “Approved Transferee”); provided, however, that Transfers pursuant to a Drag-Along Sale in accordance with Section 5(a) hereof shall not be subject to the percentage restrictions in the foregoing clause (D); provided, further, that with respect to a Transfer to an unaffiliated, third-party transferee, the transferring Holder shall have complied with Section 5(b), if applicable. The transfer agent of the reduction Corporation shall update the books and records of the Corporation from time to time to reflect (x) any additional Holders that are Approved Transferees or new Holders that become party hereto in accordance with this Agreement’s terms, (y) the removal of any Persons who are no longer Holders and (z) any changes in any Holder’s address. In addition, the Corporation (I) may update Schedule 1 attached hereto from time to time to reflect the addition or removal of any Competitor and (II) shall, upon the written request of a Holder, make available through an electronic data room or otherwise provide a copy of Schedule 1 to such Warrant Shares requesting Holder. (ii) No shares of capital stock of the Corporation shall be no greater than the percentage reduction of securities of other selling shareholders, as Transferred to any Person who is not a party to this Agreement unless and until such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement (or another registration statement for such purpose) in effect until at least the second anniversary of the original issue date of the Warrant. Notwithstanding the foregoing, this Section 4(b) Person shall be inoperative have executed and delivered to the extent that the Warrant Shares are already registered under the Securities Act pursuant to an effective registration statement of the Company. c) The Company will maintain Corporation a register (the "WARRANT REGISTER") containing the name and address of the registered Holder of this Warrant. The Holder may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, Joinder Agreement in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at as Exhibit A (a “Joinder”). (iii) In no event prior to an Initial Public Offering may any Transfer of shares of Common Stock by any Holder be made if, in the principal office Corporation’s reasonable, good-faith judgment, such Transfer could, or could reasonably be expected to, cause the Corporation to, after giving effect to the exercise, conversion or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock, register the Common Stock under Section 12(g) of the Company. e) Until any transfer of this Warrant is made in the Warrant RegisterExchange Act, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not or otherwise be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions reporting obligations under Section 15(d) of the Exchange Act. (iv) Any attempt to Transfer any shares of capital stock of the Corporation not in compliance with this Agreement, the By-laws and the Certificate of Incorporation shall be null and void ab initio, and the Corporation shall not give any effect in the Corporation’s stock records to such attempted Transfer. Nothing in this Section 4, issue 4 shall limit any restrictions on Transfer contained in any other contract by and deliver to or upon among the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name Corporation and any of the Holder Holders, or as by and among any of the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this WarrantHolders.

Requirements for Transfer. (a) For a period of six months after This Warrant and the issuance date of this Warrant (which Shares shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant sold or transferred unless either (i) they first shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities have been registered under the Securities Act of 1933, as amended (the "Securities Act"), and registered or qualified under applicable state securities laws or (ii) (except in connection the Company first shall have been furnished with an offering on Form S-8 opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention and, upon request transfer is exempt from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and to the extent that the underwriter of securities included in the registration statement and offered by the Company shall be requirements of the opinion that such inclusion would adversely affect the marketing of the Act and applicable state securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement laws. (or another registration statement for such purposeb) in effect until at least the second anniversary of the original issue date of the Warrant. 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. (i) If a Registered Holder desires to transfer this Warrant or any Warrant Shares other than pursuant to subsection 4(b) shall be inoperative to the extent that the Warrant Shares are already registered under the Securities Act pursuant to an effective registration statement of the Company. c) The Company will maintain a register above, such Registered Holder (the "WARRANT REGISTERSelling Holder") containing shall first deliver written notice of its desire to do so (the "Notice") to the Company and The NPD Group, Inc., a New York corporation ("NPD"), in the manner prescribed in Section 12 of this Warrant. The Notice must specify: (i) the name and address of the registered party to which the Selling Holder proposes to transfer this Warrant or any Warrant Shares (the "Offeror"), (ii) the number of this WarrantWarrants or Warrant Shares the Selling Holder proposes to transfer (the "Offered Securities"), (iii) the consideration per share to be delivered to the Selling Holder for the proposed transfer and (iv) all other material terms and conditions of the proposed transaction. (ii) The Company shall have the first option to purchase all or any part of the Offered Securities for the consideration and on the terms and conditions specified in the Notice. The Holder may change its or his address as shown on the Warrant Register Company must exercise such option, no later than 15 days after such Notice is deemed under Section 12 hereof to have been delivered to it, by written notice to the Company requesting such changeSelling Holder. (iii) In the event the Company does not exercise its option within such 15-day period with respect to all of the Offered Securities, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to NPD (the "NPD Notice"). The NPD Notice shall specify the number of Offered Securities not purchased by the Company (the "Remaining Securities"). (iv) In the event the Company duly exercises its option to purchase all or part of the Offered Securities, the closing of such purchase shall take place at the offices of the Company on the later of (A) the date five days after the expiration of such 15-day period or (B) the date that NPD consummates its purchase of Offered Securities under subsection (vii) below. (v) To the extent that the consideration proposed to be paid by the Offeror for the Offered Securities consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or NPD may consist of cash or property equal to the value of such property, as determined in good faith by agreement of the Selling Holder and the Company and/or NPD. (vi) Notwithstanding anything to the contrary herein, neither the Company nor NPD shall have any right to purchase any of the Offered Securities hereunder unless the Company and/or NPD exercise their option or options to purchase all of the Offered Securities. (vii) NPD shall have an option, exercisable for a period of 15 days from the date of delivery of the NPD Notice, to agree to purchase the Remaining Securities for the consideration per share and on the terms and conditions set forth in the Notice. Such option shall be exercised by delivery of written notice to the Secretary of the Company. The closing of the purchase of the Remaining Securities shall take place at the offices of the Company no later than five days after the expiration of such 15-day period. (viii) If the Company and/or NPD do not exercise their options to purchase all of the Offered Securities within the periods described above (the "Option Period"), then all options of the Company and NPD to purchase the Offered Securities whether exercised or not, shall terminate, and the Selling Holder shall be entitled to transfer the Offered Securities to the Offeror for the consideration and on the terms and conditions set forth in the Notice. The transaction contemplated by the Notice shall be consummated not later than 60 days after the expiration of the Option Period. If the Selling Holder wishes to sell, transfer or otherwise dispose of any of the Offered Securities at a price which differs from that set forth in the Notice or the NPD Notice, upon terms different from those previously offered to the Company and NPD, or more than 60 days after the expiration of the Option Period, as a condition precedent to such transaction, such Offered Securities must first be offered to the Company and NPD on the same terms and conditions as given the Offeror, and in accordance with the procedures and time periods set forth above. (d) Subject to compliance with applicable securities laws, the legend set forth at the top of The Registered Holder shall not transfer this Warrant and or any Warrant Shares to any direct competitor of the provisions Company listed on Exhibit II attached hereto. The Exhibit may be amended from time to time by the Board, a copy of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender any amendment of this Warrant with a properly executed assignment substantially in which shall be promptly provided to the form attached hereto at the principal office of Registered Holder by the Company. (e) Until any transfer of this Each certificate representing Warrant is made Shares shall bear legends substantially in the Warrant Registerfollowing form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, the Company as amended, and may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposesoffered, notwithstanding any notice to the contrary. f) Upon the surrender by the sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered Holder, properly endorsed, under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." "The sale, transfer or other disposition of any of the shares represented by this certificate is subject to the right of first refusal of this Corporation and certain shareholders of this Corporation as set forth in the Common Stock Purchase Warrant issued by the Corporation to the holder hereof on November 5,1998. A copy of the Common Stock Purchase Warrant is available for inspection during normal business hours at the principal executive office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this WarrantCorporation."

Requirements for Transfer. (a) For a period of six months after This Warrant and the issuance date of this Warrant (which Shares shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant sold or transferred unless either (i) they first shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) (except the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that, in connection with an offering on Form S-8 such sale or an offering solely related transfer, it is not necessary to an acquisition or exchange on file a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention and, upon request from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and registration statement pursuant to the extent that the underwriter requirements of securities included in the registration statement and offered by the Company shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement Act. (or another registration statement for such purposeb) in effect until at least the second anniversary of the original issue date of the Warrant. 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(b4, or (ii) shall be inoperative to a transfer made in accordance with Rule 144 under the extent that the Act. (c) Each certificate representing Warrant Shares are already 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, and may 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 Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to an effective registration statement Rule 144(k) under the Act. (d) The Warrant Shares shall be subject to the terms and conditions of a Stockholders Agreement described in the following legend. Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate are subject to the terms and conditions of a Stockholders Agreement dated February 3, 1997, among the Company and certain of its stockholders. Any purchaser, assignee, transferee, pledgee or other successor to any holder hereof is bound by the terms of such Agreement, a copy of which will be mailed, without charge, within five (5) days after receipt of a written request therefor directed to the Secretary of the Company. c) The Company will maintain a register (the "WARRANT REGISTER") containing the name and address of the registered Holder of this Warrant. The Holder may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at the principal office of the Company. e) Until any transfer of this Warrant is made in the Warrant Register, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

Requirements for Transfer. (a) For a period of six months after the issuance date of this Warrant (which shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. (i) by operation of law or by reason of reorganization of the Company; (ii. ) to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section subparagraph 4(a) above for the remainder of the time period; (iii. ) if the aggregate amount of securities of the Company held by ______________________ Shoreline Pacific or related person do not exceed 1% of the securities being offered; (iv. ) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or; v. (v) the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(asubparagraph (g)(1) above for the remainder of the time period. (b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three six (36) years after May __October 15, 20072006), as and when it intends to register any of its securities under the Securities Act of 1933, as amended (the "“Securities Act"”) (except in connection with an offering on Form S-8 or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form S-4 or any subsequent similar xxxxform) xhe the Company will notify the Holder of such intention and, upon request from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and to the extent that the underwriter of securities included in the registration statement and offered by the Company shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholdersstockholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement (or another registration statement for such purpose) in effect until at least the second anniversary of the original issue date of the Warrant. Notwithstanding the foregoing, this Section 4(b) shall be inoperative to the extent that the Warrant Shares are already registered under the Securities Act pursuant to an effective registration statement of the CompanyOriginal Issue Date. c) The Company will maintain a register (the "WARRANT REGISTER") containing the name and address of the registered Holder of this Warrant. The Holder may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at the principal office of the Company. e) Until any transfer of this Warrant is made in the Warrant Register, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

Requirements for Transfer. (a) For Any Transfer or Encumbrance of all or any portion of a period of six months after the issuance date of this Warrant Joint Development Interest (which shall not excluding any Material Interest or Other Interest) must expressly be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain made subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act") (except in connection with an offering on Form S-8 or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention this Agreement and, upon request from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and to the extent that applicable, the underwriter of securities included in the registration statement and offered by the Company shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement (or another registration statement for such purpose) in effect until at least the second anniversary of the original issue date of the WarrantAssociated Agreements. Notwithstanding the foregoing, no Credit Facility Encumbrance shall be subject to the terms and conditions of this Section 4(bAgreement or any Associated Agreement, except that Credit Facility Encumbrances granted at or after the Closing Date (other than Credit Facility Encumbrances granted pursuant to the Existing EXCO Credit Facility) shall be inoperative subject to Section 3.4 (excluding Section 3.4(f)) and Article 8 of this Agreement and all Joint Development Operating Agreements. (b) A transferee of any Transfer of a Joint Development Interest in the extent that Development Assets shall have no rights under this Agreement or the Warrant Shares are already registered under Associated Agreements unless and until such transferee (i) provides the Securities Act pursuant to an effective registration statement non-transferring Development Parties and Joint Development Operator executed counterparts of the Company. cinstrument or instruments providing for such Transfer, (ii) The Company will maintain a register (expressly undertakes to be bound by the "WARRANT REGISTER") containing the name and address of the registered Holder terms of this Warrant. The Holder may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant Agreement and the provisions Associated Agreements through the execution and delivery of this Section 4, this Warrant and all rights hereunder are transferable, an instrument in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at as Exhibit “F” (the principal office “Assumption Agreement”) and (iii) either (A) delivers (1) where EXCO is the transferor, a guarantee from a direct or indirect parent company of such transferee of comparable or better credit quality to the credit quality on the Closing Date of the Companyguarantor for the Joint Development Interest being transferred or (2) where BG is the transferor, a guarantee from a direct or indirect parent company of such transferee that has a long-term credit rating from Standard & Poor’s Ratings Group of not less than “BB-” or a long-term credit rating from Xxxxx’x Investors Service, Inc. of not less than “Ba3”, in each case in favor of each of the other Parties in substantially the form of Exhibits “A” and “H” or (B) delivers written confirmation from the transferor that the guarantee furnished by the transferor with respect to the Joint Development Interest being transferred will remain in full force and effect with respect to that interest following the Transfer. e(c) Until Any transferee of any Membership Interests in a Joint Entity shall have no rights under this Agreement or the Associated Agreements unless and until it complies with all conditions precedent of a Membership Interest transfer of this Warrant is made in the Warrant Register, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contraryapplicable Joint Entity Agreement. f(d) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office Any Affiliate of a Development Party that is not a Development Party and that receives a Transfer of a Membership Interest in a Joint Entity other than the Company, the Company will, subject to the provisions must execute a ratification of this Section 4, issue and deliver Agreement in a form substantially similar to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this WarrantExhibit “I”.

Requirements for Transfer. (a) For a period of six months after This Warrant and the issuance date of this Warrant (which Shares shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant sold or transferred unless either (i) they first shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities have been registered under the Securities Act of 1933, as amended (the "Securities “Act"”), or (ii) (except in connection the Company first shall have been furnished with an offering on Form S-8 opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention and, upon request transfer is exempt from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and to the extent that the underwriter of securities included in the registration statement and offered by the Company shall be requirements of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement Act. (or another registration statement for such purposeb) in effect until at least the second anniversary of the original issue date of the Warrant. 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(b4, or (ii) shall be inoperative to a transfer made in accordance with Rule 144 under the extent that the Act. (c) Each certificate representing Warrant Shares are already 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, and may 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 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 if an effective registration statement is then in effect permitting the resale of the CompanyWarrant Shares. c(d) The Company will maintain a register (the "WARRANT REGISTER") containing the name and address of the registered Registered Holder of this Warrant. The Holder may change its or his address as shown on shall have “piggyback” registration rights to have the Warrant Register 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 written notice the Registered Holder to provide information to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at the principal office of the Company. e) Until any transfer of this Warrant is made in the Warrant Register, by the Company may treat to indemnify the registered Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contraryagainst Securities Act liabilities. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

Requirements for Transfer. (a) For a period of six months after This Warrant and the issuance date of this Warrant (which Shares shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant sold or transferred unless either (i) they first shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) (except in connection the Company first shall have been furnished with an offering on Form S-8 opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention and, upon request transfer is exempt from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and to the extent that the underwriter of securities included in the registration statement and offered by the Company shall be requirements of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement Act. (or another registration statement for such purposeb) in effect until at least the second anniversary of the original issue date of the Warrant. 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 which wholly owns such Registered Holder (a "Parent Corporation") or which is wholly owned by such Parent 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 the transferee in each case agrees in writing to be subject to the terms of this Section 4(b4, or (ii) shall be inoperative to a transfer made in accordance with Rule 144 under the extent that the Act. (c) Each certificate representing Warrant Shares are already 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, and may 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 Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to an effective registration statement of Rule 144(k) under the CompanyAct. c(d) The Company will maintain a register (hereby represents and warrants to the "WARRANT REGISTER") containing Registered Holder that when issued in accordance with the name and address of the registered Holder of this Warrant. The Holder may change its or his address as shown on terms hereof, the Warrant Register Shares will be fully paid and non-assessable and free and clear of all liens, encumbrances and restrictions except as imposed by written notice to the Company requesting such change. d) Subject to compliance with applicable federal and state securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at the principal office of the Company. e) Until any transfer of this Warrant is made in the Warrant Register, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

Requirements for Transfer. (a) For This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), 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. Further, for a period of six months one year after the issuance date of this Warrant (which shall not be earlier than the closing effective date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise no transfer of this Warrant may be made to any person except an officer or employee (but not a director) of X.X. Xxxxx Securities Inc. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be soldrequired for (i) a transfer by a Registered Holder which is a corporation to a wholly-owned subsidiary of such corporation, transferreda transfer by a Registered Holder which is a partnership, assignedin connection with the liquidation of such partnership, pledgedto 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, in connection with the liquidation of such 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 hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition a transfer by a Registered Holder which is a member of the securities by any person for a period National Association of 180 days immediately following Securities Dealers, Inc. (the date of effectiveness "NASD") to an officer or commencement of sales employee of the offering pursuant Registered Holder as permitted by NASD rules, provided that the transferee in each case agrees in writing to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain be subject to the lock-up restriction terms of this Section 4, or (ii) a transfer made in Section 4(aaccordance with Rule 144 under the Act. (c) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ or related person do not exceed 1% of the securities being offered; iv. that is beneficially owned on Each certificate representing Warrant Shares shall bear a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members legend substantially in the aggregate do following form: "The securities represented by this certificate have not own more than 10% of the equity in the fund; or v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __, 2007), as and when it intends to register any of its securities been registered under the Securities Act of 1933, as amended (the "Securities Act") (except in connection with an offering on Form S-8 amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an offering solely related opinion of counsel satisfactory to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe the Company will notify is obtained to the Holder of effect that such intention and, upon request registration is not required." The foregoing legend shall be removed from the Holdercertificates representing any Warrant Shares, will use its reasonable best efforts to cause at the Warrant Shares designated by request of the Holder to be registered holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced Act or if and to the extent that the underwriter of securities included in the registration statement and offered by the Company shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement (or another registration statement for such purpose) in effect until at least the second anniversary of the original issue date of the Warrant. Notwithstanding the foregoing, this Section 4(b) shall be inoperative to the extent that the Warrant Shares are already registered under the Securities Act pursuant to an effective registration statement is then in effect permitting the resale of the Company. c) The Company will maintain a register (the "WARRANT REGISTER") containing the name and address of the registered Holder of this Warrant. The Holder may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at the principal office of the Company. e) Until any transfer of this Warrant is made in the Warrant Register, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenorShares provided that, in the name case of such registration, the Registered Holder agrees in writing to sell the Warrant Shares only in accordance with the prospectus delivery requirements of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this WarrantAct.

Requirements for Transfer. a) For a period of six months after the issuance date of this Warrant (which shall not be earlier than the closing date of the offering pursuant to which this Warrant is being issued), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of any security: i. by operation of law or by reason of reorganization of the Company; ii. to any NASD member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period; iii. if the aggregate amount of securities of the Company held by ______________________ Rodman & Renshaw, LLC or related person do not exceed 1exceex 0% of the securities xf txx xxxxrities being offered; iv. that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; [or] v. the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in Section 4(a) above for the remainder of the time period. b) Subject to the foregoing restrictions, the Company agrees that, at any time or times hereafter (but not more than three (3) years after May __November 14, 20072006), as and when it intends to register any of its securities under the Securities Act of 1933, as amended (the "Securities Act") (except in connection with an offering on Form S-8 or an offering solely related to an acquisition or exchange on a Form S-4, F-4 or comparable MJDS form or any subsequent similar xxxx) xhe Company will notify the Holder of such intention and, upon request from the Holder, will use its reasonable best efforts to cause the Warrant Shares designated by the Holder to be registered for resale under the Securities Act. The number of Warrant Shares to be included in such offering may be reduced if and to the extent that the underwriter of securities included in the registration statement and offered by the Company shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the percentage of the reduction of such Warrant Shares shall be no greater than the percentage reduction of securities of other selling shareholders, as such percentage reductions are determined in the good faith judgment of the Company. The Company will use its reasonable best efforts to keep such registration statement (or another registration statement for such purpose) in effect until at least the second anniversary of the original issue date of the Warrant. Notwithstanding the foregoing, this Section 4(b) shall be inoperative to the extent that the Warrant Shares are already registered under the Securities Act pursuant to an effective registration statement of the Company. c) The Company will maintain a register (the "WARRANT REGISTER") containing the name and address of the registered Holder of this Warrant. The Holder may change its or his address as shown on the Warrant Register by written notice to the Company requesting such change. d) Subject to compliance with applicable securities laws, the legend set forth at the top of this Warrant and the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment substantially in the form attached hereto at the principal office of the Company. e) Until any transfer of this Warrant is made in the Warrant Register, the Company may treat the registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. f) Upon the surrender by the registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of this Section 4, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of Common Shares (or other securities, cash and/or property) then issuable upon exercise of this Warrant.