Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. During the term of this Agreement, except as otherwise provided herein, Agent agrees to maintain the following retail locations for the purpose of selling AirTouch CRS and related equipment under the trade name "Peachtree Mobility" or "Let's Talk Cellular and Wireless": (ai) Notwithstanding any provisions contained North Point Mall; (ii) Gwinnett Place Mall; (iii) Town Center Mall; (iv) Perimeter Mall; (v) the Buckhead Store at 2955 Xxxxxxxxx Xxxx; (xi) Lenox Mall; and (vii) Northlake Mall. Such stores shall be referred to herein as the "Primary Stores." Agent hereby represents and warrants that Agent owns all right, title and interest in this Warrant and to the contrarytrade names "Peachtree Mobility" and "Let's Talk Cellular and Wireless." Should any of the Primary Stores become partially or totally damaged by casualty, so that it would be impracticable for Agent to continue to operate such store while so damaged, then Agent's failure, while the store is so damaged, to maintain the store as otherwise required by this Warrant and the related Warrant Shares Section 12(a) shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in breach this Section 412(a), provided that Agent moves expeditiously to either (A) repair the store and resume normal operations as soon as reasonably practical or (B) open a substantially similar store in full compliance with Section 17 of this Agreement, which conditions are intendedstore shall be added as a "Primary Store." In any event, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will damaged store shall remain a "Primary Store." Agent shall not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares proceed under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 foregoing clause (B) unless its proceeding under the Securities Act. foregoing clause (bA) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of either would not put the related Warrant Shares store back in operation within ten (other than as permitted by Section 4(a10) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company days of its intention closure or would cost in excess of $10,000 to effect such transfer, together with an opinion of such counsel for make the Holder as necessary repairs. Agent shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall only be entitled to transfer this Warrant and/or such Warrant Shares the signage allowance for the new Primary Store as provided for in accordance with the intended method of disposition specified in the notice to the Company. (cSection 13(a) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear Agreement if Agent reopens the following legend, unless damaged Primary Store for the opinion purpose of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDselling AirTouch CRS and related equipment under the trade name "Peachtree Mobility" or "Let's Talk Cellular and Wireless.”"

Restrictions on Transfer. (a) Notwithstanding The undersigned understands and agrees that because the offer and sale of the Note subscribed for herein have not been registered under federal or state securities laws, the Note (including any provisions contained in this Warrant securities issuable upon conversion thereof) acquired may not at any time be sold or otherwise disposed of by the undersigned unless it is registered under the 1933 Act or there is applicable to such sale or other disposition one of the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained exemptions from registration set forth in the following sentence 1933 Act, the rules and regulations of the SEC thereunder and applicable state law. The undersigned further understands that the Company has no obligation or present intention to register the Note (including any securities issuable upon the conditions specified conversion thereof) or to permit its sale other than in this Section 4, which conditions are intended, among other things, to insure strict compliance with the provisions of the Securities Act 1933 Act, SEC rules and regulations thereunder, and applicable state law in respect law. The undersigned recognizes that, as a result of the transfer of this Warrant or such Warrant Sharesaforementioned restrictions, there is no and will be no public market for the Note subscribed for hereunder. The Holder by acceptance of this Warrant agrees undersigned expects to hold the Note (and any securities issuable upon conversion thereof) for an indefinite period and understands that the Holder undersigned will not transfer readily be able to liquidate this Warrant or the related Warrant Shares prior to delivery to the Company investment even in case of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actemergency. (b) The Holder, by its acceptance hereof, agrees that prior Note (and the securities to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice be issued to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder undersigned upon conversion thereof) shall have endorsed thereon legends substantially as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredfollows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE PROMISSORY NOTE (AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO IT THE COMPANY THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES ACT OF 1933, AS AMENDEDLAWS.”

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to offer, sell, transfer, pledge, assign, hypothecate or otherwise dispose of all or any provisions contained portion of its Registrable Securities unless and until the transferee has agreed in this Warrant to writing for the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions benefit of the Securities Act and applicable state law in respect of Company to be bound by the transfer terms of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel Agreement and; (as such opinion and such counsel are described i) There is then in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act has become effective or after covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have (A) notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (B) furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 shares under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant Registrable Securities shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR APPLICABLE STATE "BLUE SKY" OR SECURITIES LAWS ("STATE LAWS"), AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE LAWS OR (ii) THE COMPANY OF SHALL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY IN FORM TO THE COMPANY AND SUBSTANCE TO IT ITS COUNSEL, THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933NOT REQUIRED. (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder's expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, AS AMENDEDqualification or legend; (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.”

Restrictions on Transfer. 3.1 No Performance Shares or Performance Share Unit awarded hereunder or any interest therein may be sold, transferred, assigned, pledged or otherwise disposed of (aany such action being hereinafter referred to as a “Disposition” of shares) Notwithstanding any provisions contained by the Grantee until such time as this restriction lapses with respect to such shares pursuant to Section 4 hereof. Any attempt to make such a Disposition shall be null and void and result in this Warrant the immediate forfeiture and return to the contraryCorporation without consideration of any shares of Stock or unit as to which restrictions on Disposition shall at such time be in effect. 3.2 Grantee agrees that a restrictive legend in substantially the following form may be placed on the Performance Shares awarded hereunder: “The sale, transfer, assignment, pledge or other disposition of the shares represented by this Warrant and the related Warrant Shares shall not be transferable except pursuant certificate is subject to the proviso contained restrictions set forth in The Bank of New York Company, Inc. 2003 Long-Term Incentive Plan and in the following sentence Performance Award Agreement (the “Agreement”) executed thereunder dated as of March 10, 2008, copies of each of which are available for inspection at the principal office of The Bank of New York Mellon Corporation. No such transaction shall be recognized as valid or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure effective unless there shall have been compliance with the provisions terms and conditions of such Agreement.” 3.3 Grantee hereby authorizes the Corporation or its agents to retain custody of the Securities Act and applicable state law Performance Shares awarded hereunder until such time as the restrictions on Disposition lapse. As soon as practicable after the date on which restrictions on Disposition of any shares lapse, the Corporation will cause such shares to be credited to a book-entry account in respect of Grantee’s name with the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are restrictive legend described in Section 4(b) hereof) or until registration 3.2 hereof removed. As soon as practicable after the signing of such Warrant Shares under this Agreement, Grantee shall deliver it to the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities ActCorporation’s Executive Compensation area (AIM No. 151-0722). (b) The Holder, by its acceptance hereof, agrees 3.4 Grantee understands that prior the transfer agent for the Performance Shares will be instructed to any transfer of this Warrant or effect transfers of the related Warrant Performance Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under awarded hereunder only upon satisfaction of the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice conditions set forth herein and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the CompanyPlan. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding Each Shareholder agrees not to make any provisions contained disposition of all or any portion of Registrable Securities unless and until: (i) there is then in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the transferee has become effective or after agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 under to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities Acthereunder following such transfer. (b) The Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Holder that is an individual transferring to the Holder, by its acceptance hereof, agrees 's family member or trust for the benefit of an individual Holder; provided that prior in each case the transferee will agree in writing to any transfer be subject to the terms of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice Agreement to the Company of its intention to effect such transfer, together with same extent as if he were an opinion of such counsel for the original Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Companyhereunder. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant Registrable Securities shall bear be stamped or otherwise imprinted with legends substantially similar to the following legend, unless the opinion of counsel referred (in addition to in Section 4(b) states such any legend is not required: “required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY OF HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY IN FORM TO THE COMPANY AND SUBSTANCE TO IT ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF 1933, AS AMENDED.”A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act)If certificated, the Holder Executive Securities will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE 'ACT'), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THEREUNDER. THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EMPLOYMENT AND MANAGEMENT SECURITIES AGREEMENT BETWEEN THE ISSUER AND THE SIGNATORY THERETO DATED AS OF 1933JUNE 30, AS AMENDED2000. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”" (b) No holder of Executive Securities may sell, transfer or dispose of any units of Executive Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to Holdings an opinion of counsel (reasonably acceptable in form and substance to Holdings, which opinion requirement may be waived by Holdings), that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. (c) Each holder of Executive Securities agrees not to effect any sale or distribution of any Executive Securities or other equity securities of Holdings, or any securities convertible into or exchangeable or exercisable for any of Holdings's equity securities, during the seven days prior to and the 120 days (or, subject to the requirements of the underwriters, up to 180 days) after the effectiveness of any underwritten public offering, except as part of such underwritten public offering or if otherwise permitted by Holdings. (d) The Executive acknowledges that the Executive Securities, when issued, will be subject to additional restrictions contained in the Securityholders Agreement.

Restrictions on Transfer. The Consultant understands and agrees that the ------------------------ following restrictions and limitations are applicable to the shares of the Common Stock issued to the Consultant hereunder: (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares The shares shall not be transferable except pursuant to sold, pledged, hypothecated or otherwise transferred unless the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions shares are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares registered under the Securities Act has become effective of 1933, as amended, and the securities laws of any state or after a sale of such Warrant foreign jurisdiction, or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.are exempt therefrom; (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares A legend in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless form has been or will be placed on any certificate or other document evidencing the opinion of counsel referred to in Section 4(b) states such legend is not requiredshares: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAW OF ANY STATE OR FOREIGN JURISDICTION. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE OR FOREIGN JURISDICTION, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.” (c) Stop transfer instructions to the transfer agent of the shares have been or will be placed with respect to the shares so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above; and (d) The legend and stop transfer instructions described in subparagraphs (b) and (c) above will be placed with respect to any new certificate or other document issued upon presentment by the Consultant of certificates or other documents for transfer.

Restrictions on Transfer. 29.1 The Warrant Holder represents that it is not acquiring the Warrants (a) Notwithstanding and upon any provisions contained in this Warrant to exercise of the contraryWarrants, this Warrant and the related Warrant Shares shall each holder represents that it will not be transferable except pursuant acquiring the Warrant Shares) with a view to any distribution or public offering within the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions meaning of the Securities Act and applicable state but subject to any requirement of law in respect that the disposition of its property shall at all times be within its control. The Warrant Holder acknowledges that the Warrant Shares issuable upon exercise of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will Warrants have not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion as of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares date hereof been registered under the Securities Act has become effective and agrees that it will not sell or after a sale otherwise transfer any of such Warrant or its Warrant Shares has been consummated pursuant to Rule 144 under except upon the Securities Actterms and conditions specified herein. (bi) The HolderWarrant Holder agrees, by its acceptance hereofand each subsequent transferee described in paragraph (ii) below shall agree, agrees that prior it will not transfer any Warrant Shares except pursuant to any transfer of this Warrant an exemption from, or otherwise in a transaction not subject to, the registration requirements of the related Warrant Shares Securities Act (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with confirmed in an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, Issuer to the transferor to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion ) or pursuant to an effective registration statement under the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the CompanySecurities Act. (cii) Each Warrant Certificate and each certificate representing for the Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, (unless the legal opinion delivered in connection therewith is to the effect that the first paragraph of counsel referred to in Section 4(b) states such legend is not requiredrequired in order to ensure compliance with the Securities Act) shall include a legend in substantially the following form: “THE SECURITIES EVIDENCED WARRANTS AND UNDERLYING SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT. IN ADDITION, THE WARRANTS AND UNDERLYING SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT, DATED AS OF JUNE 11, 1999, BETWEEN THE ISSUER AND THE INITIAL HOLDER OF THE WARRANTS NAMED THEREIN, A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM HOLDER HEREOF UPON WRITTEN REQUEST AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDWITHOUT CHARGE.”

Restrictions on Transfer. EAI understands and agrees that the -------------------------- following restrictions and limitations are applicable to the shares of the Common Stock to be issued to EAI hereunder: (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares The shares shall not be transferable except pursuant to sold, pledged, hypothecated or otherwise transferred unless the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions shares are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares registered under the Securities Act has become effective of 1933, as amended, and the securities laws of any state or after a sale of such Warrant foreign jurisdiction, or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.are exempt therefrom; (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares A legend in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless form has been or will be placed on any certificate or other document evidencing the opinion of counsel referred to in Section 4(b) states such legend is not requiredshares: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAW OF ANY STATE OR FOREIGN JURISDICTION. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE OR FOREIGN JURISDICTION, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.” (c) Stop transfer instructions to the transfer agent of the shares have been or will be placed with respect to the shares so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above; and (d) The legend and stop transfer instructions described in subparagraphs (b) and (c) above will be placed with respect to any new certificate or other document issued upon presentment by EAI of certificates or other documents for transfer.

Restrictions on Transfer. (a) Notwithstanding Neither the Warrant nor any provisions contained in this Warrant to of the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 45.1, which conditions are intended, among other things, intended to insure compliance with the applicable provisions of the Securities Act 1933 Act. Unless and applicable state law in respect until otherwise permitted by this Section 5.1, the Warrant and each certificate or other document evidencing any of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance endorsed with the intended method of disposition specified legend substantially in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR (B) THE COMPANY OF HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO IT THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933TRANSFER. Neither the Warrant nor any of the Warrant Shares shall be transferred and the Company shall not be required to register any such transfer, AS AMENDED.”unless and until one of the following events shall have occurred: the Company shall have received an opinion of counsel reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Commission thereunder. Within ten days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; or

Restrictions on Transfer. Holder hereby acknowledges that neither this Option nor the shares of Option Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, as amended (“Blue Sky Laws”). Holder represents that this Option has been acquired for investment purposes and not with a view to distribution or resale and acknowledges that this Option may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of an effective registration statement for such Option under the Securities Act and such applicable state law in respect Blue Sky Laws or (b) an opinion of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery counsel reasonably satisfactory to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until that registration of such Warrant Shares is not required under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or applicable Blue Sky Laws. Transfer of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Option Shares issued upon the exercise or exchange of this Warrant Option shall be restricted in the same manner and to the same extent as the Option and the other shares of the Company and the certificates, if any, representing such shares of Option Shares shall bear substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredlegends: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT UPON DELIVERY TO UNTIL (a) A REGISTRATION STATEMENT UNDER THE COMPANY OF AN ACT AND ANY APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (b) IN THE OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE ACCEPTABLE TO IT THAT SUCH TRANSFER IS EXEMPT FROM THE COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES ACT LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THE SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS PURSUANT TO THE TERMS OF 1933THE COMPANY’S (a) INVESTORS’ RIGHTS AGREEMENT, (b) RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, (c) REGISTRATION RIGHTS AGREEMENT AND (d) VOTING AGREEMENT, EACH DATED AS AMENDEDOF OCTOBER 30, 2009. COPIES OF THESE AGREEMENTS MAY BE OBTAINED FROM THE COMPANY’S ASST. SECRETARY.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Each holder of a Note or Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant thereof agrees that the Holder it will not transfer this Warrant sell or the related Warrant otherwise dispose of any Notes, Warrants or Shares prior to delivery to the Company of an opinion of the Holder’s counsel unless (as i) such opinion and such counsel are described in Section 4(b) hereof) Notes, Warrants or until registration of such Warrant Shares have been registered under the Securities Act and, to the extent required, under any applicable state securities laws, or (ii) such Notes, Warrants or Shares are sold in accordance with the applicable requirements and limitations of Rule 144 or Rule 144A and any applicable state securities laws, or (iii) the Company has become effective been furnished with an opinion or after a sale opinions from counsel to such holder (which counsel and opinion(s) shall be reasonably satisfactory to the Company and which counsel may be inside counsel of such Warrant holder) to the effect that registration under the Securities Act is not required for the transfer as proposed (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of Notes, Warrants or Warrant Shares under this Section) or (iv) the Company has been consummated pursuant furnished with a letter from the Division of Corporate Finance of the Commission to Rule 144 the effect that such Division would not recommend any action to the Commission if such proposed transfer were effected without a registration statement effective under the Securities Act. The Company agrees that within five (5) Business Days after receipt of any opinion referred to in (iii) above, it will notify the holder supplying such opinion whether such opinion is satisfactory to the Company's counsel. Notes may be transferred only in Authorized Denominations. (b) The HolderCompany may endorse on all Notes, by its acceptance hereofWarrants and Share certificates a legend stating or referring to the transfer restrictions contained in paragraph (a) above; provided that no such legend shall be endorsed -------- on any Notes, agrees that prior Warrants or Share certificates which, when issued, are no longer subject to any transfer the restrictions of this Warrant or of the related Warrant Shares Section 16; provided, further, that if a -------- ------- transfer is made pursuant to clause (i), (ii) (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company Rule 144A) or (iv) of its intention to effect such transfer, together with paragraph (a) or if an opinion of such counsel for the Holder as shall be reasonably acceptable provided pursuant to the Company, to the effect clause (iii) of paragraph (a) concludes that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Companylegend is no longer necessary, the Holder shall be entitled to Company will deliver upon transfer this Warrant and/or Notes, Warrants or Share certificates, as the case may be, without such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Companylegends. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding Buyer (i) acknowledges that the Securities are not registered under the 1933 Act and that the Securities must be held indefinitely by it unless they are subsequently registered under the 1933 Act or an exemption from registration is available, (ii) is aware that any provisions contained routine sales of ths and in this Warrant accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for use by Buyer for resale of any such Securities and that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as provided in Section 5 hereof, Seller is not obligated to register under the contrary1933 Act any sale, this Warrant and transfer or other disposition of the related Warrant Shares Securities, (v) is aware that Seller shall not be transferable except pursuant required to register the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions transfer of the Securities Act and applicable state law in respect on the books of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has Seller unless Seller shall have been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together provided with an opinion of counsel satisfactory to it prior to such counsel for the Holder as shall be reasonably acceptable to the Company, transfer to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the 1933 Act or any applicable state securities law is not required in connection with the transaction resulting in such transfer, and (vi) is aware that the Securities, and each certificate representing the Securities Act. Upon delivery and any shares of Common Stock or other securities issued in respect of such notice and opinion to the CompanySecurities upon any stock split, the Holder stock dividend, recapitalization, merger, consolidation or similar event, shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (cunless otherwise permitted by paragraph (b) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear Section 3.4) be stamped or otherwise imprinted with the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO SOLD OR OTHERWISE DISPOSED OF IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS.”" (b) The restrictions on the transferability of the Securities shall cease and terminate when such Securities shall have been registered under the 1933 Act and sold or otherwise disposed of in accordance with the intended method of disposition by the seller or sellers thereof set forth in the registration statement covering such Securities, or when such Securities are transferable in accordance with the provisions of Rule 144(k) promulgated under the 1933 Act. Whenever the restrictions on transfer shall terminate as hereinabove provided with respect to any of the Securities, the holder of any such Securities bearing the legend set forth in paragraph (a) of this Section 3.4 as to which such conditions shall have terminated shall be entitled to receive from Seller, without expense (except for the payment of any applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend.

Restrictions on Transfer. Issuance of Supplemental -------------------------------------------------- Certificates. At any time the Seller may sell, transfer, assign, participate, ------------ pledge or otherwise dispose of the Seller Interest (aor any interest therein) Notwithstanding or may direct the Owner Trustee to issue a certificate representing an interest in the Seller Interest (a "Supplemental Certificate"). The form and terms of any provisions contained ------------------------ interest in the Seller Interest or any Supplemental Certificate held by each such additional holder shall be defined in a supplement (a "Seller Interest --------------- Supplement") to this Warrant Agreement (which Seller Interest Supplement shall be ---------- subject to Section 10.1 to the contrary, extent that it amends any of the terms of this Warrant and the related Warrant Shares shall not ------------ Agreement) to be transferable except pursuant delivered to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions order of the Securities Act and applicable state law in respect Seller. The sale, transfer, assignment, participation, pledge or other disposition of the transfer Seller Interest (or any interest therein) to any Person other than an Affiliate of this Warrant Seller or the issuance of any such Warrant Shares. The Holder Supplemental Certificate to any Person other than an Affiliate of Seller shall be subject to satisfaction of the following conditions: (i) on or before the fifth day immediately preceding the issuance, the Seller shall have given the Owner Trustee, the Servicer, the Indenture Trustee and each Rating Agency notice (unless such notice requirement is otherwise waived) of such action; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee the related Seller Interest Supplement in form satisfactory to the Owner Trustee and the Indenture Trustee, executed by acceptance of this Warrant agrees that each party hereto; (iii) the Holder Rating Agency Condition shall have been satisfied with respect to such action; (iv) such action will not transfer this Warrant or result in any Adverse Effect and the related Warrant Shares prior to delivery Seller shall have delivered to the Company of Owner Trustee and the Indenture Trustee an opinion of Officer's Certificate, dated the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration date of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, action to the effect that the proposed transfer Seller reasonably believes that such action will not, based on the facts known to such officer at the time of this Warrant and/or such Warrant Shares may be effected without certification, have an Adverse Effect and that all other conditions to such action have been satisfied; (v) the Seller shall have delivered to the Owner Trustee and Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion, dated the date of such action with respect to such action and Opinions of Counsel to the effect that (A) such action will not subject the Trust to any state income tax or to the Illinois Personal Property Replacement Tax, and (B) such action, assignment, participation, pledge or other disposition does not require registration of the interest under the Securities Act. Upon delivery Act or any state securities law except for any such registration that has been duly completed and become effective; and (vi) the Aggregate Principal Balance shall not be less than the Minimum Aggregate Principal Balance, as of the date of such notice and opinion action after giving effect to such action. Notwithstanding the foregoing, any Supplemental Certificate or any interest in the Seller Interest held by the Seller or any other Person at any time on or after the date of its initial issuance may be transferred or exchanged only upon the delivery to the CompanyOwner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the Holder shall be entitled case may be, with respect to such transfer this Warrant and/or such Warrant Shares in accordance or exchange, and compliance with the intended method of disposition specified in the notice to the Companyany applicable Seller Interest Supplement. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in Unless this Warrant to Option or the contraryOption Shares, as applicable, have been registered, this Warrant Option and the related Warrant Certificates representing the Option Shares shall not be transferable except pursuant to the proviso contained stamped or otherwise imprinted with a legend substantially in the following sentence or upon form: In the conditions specified in case of this Section 4Option: "THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURI-TIES ACT OF 1933, which conditions are intendedAND NEITHER THIS OPTION NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS OPTION MAY BE SOLD, among other things, to insure compliance with TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THIS OPTION." In the provisions case of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Option Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “"THE SECURITIES EVIDENCED SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND 1933 OR THE SECURITIES LAWS OF ANY STATE. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR UPON DELIVERY TO THE COMPANY CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THE CORPORATION THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933SALE OR TRANSFER." Specifically, AS AMENDEDin connection with the Securities Act of 1933 (the "Act"), and the Texas Securities Act, upon exercise of this Option, unless a registration statement under such Acts is effective with respect to the Option Shares, the Company shall not be required to issue such Option Shares unless the Company has received evidence satisfactory to it to the effect that the holder of such Option is acquiring such Option Shares for investment and not with a view to the distribution thereof and that such Option Shares may otherwise be issued without registration under such Acts. The Holders' rights hereunder are personal. The Holder may not transfer his rights or interest in this Option and this Option is exercisable solely by the Holder in accordance with the provisions hereof. The Holder may not transfer this Option or any interest in this Option otherwise than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined in the Code or as required by Title 1 of the Employee Retirement Income Securities Act of 1994, as amended. This Option shall be exercisable during the lifetime of the Holder only by the Holder (or by the administrator or executor of the Holder's estate in the case of death or the Holder's guardian or power of attorney representative in the case of disability). This Option shall be null and void and without effect upon the bankruptcy of the Holder, or upon any attempted assignment, transfer, hypothecation or other disposition, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, attachment, trustee process or similar process, whether legal or equitable, of such Option.”

Restrictions on Transfer. (a) Notwithstanding Without the prior written consent of BlackRock (acting through a majority of the Independent Directors), during an initial period of three years following the Closing, Xxxxxxx Xxxxx shall not, and shall not permit its Affiliates to, Transfer any provisions contained Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the foregoing restriction shall not prohibit Xxxxxxx Xxxxx or any of its Affiliates from Transferring any Beneficially Owned BlackRock Capital Stock (i) to BlackRock pursuant to Section 2.4 or (ii) to an Affiliate of Xxxxxxx Xxxxx that agrees in writing with BlackRock to be bound by this Warrant Agreement as fully as if it were an initial signatory hereto. (b) Following the third anniversary of the Closing, Xxxxxxx Xxxxx shall not, and shall not permit its Affiliates to, Transfer any Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the contrary, this Warrant and the related Warrant Shares foregoing restriction shall not be transferable except applicable to Transfers: (i) to an Affiliate of Xxxxxxx Xxxxx which agrees in writing with BlackRock to be bound by this Agreement as fully as if it were an initial signatory hereto; (ii) pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions restrictions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.Act applicable to sales of securities by Affiliates of an issuer (regardless of whether Xxxxxxx Xxxxx is deemed at such time to be an Affiliate of BlackRock) to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding; (biii) The Holderpursuant to privately negotiated transactions, by its acceptance hereofin each calendar quarter in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iv) during such calendar quarter) of 4.5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding; provided, agrees that Xxxxxxx Xxxxx or the Affiliate proposing to Transfer pursuant to this Section 3.2(b)(iii) (the “Transferring Party”) promptly provide to BlackRock written notice (an “Initial Transfer Notice”), stating such Transferring Party’s intention to effect such a Transfer, and stating that Xxxxxxx Xxxxx will comply with the provisions of Section 3.3 and prior to making any Transfer or entering into any definitive agreement to do so shall provide to BlackRock a further written notice (a “Final Transfer Notice”) stating such Transferring Party’s intention to effect the specific transfer described therein (including price and terms (the “Last Look Price”)); (iv) in each calendar quarter, in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iii)) of this Warrant or 4.5% of the related Warrant Shares (other than as permitted by Section 4(a) hereof or Total Voting Power of BlackRock Capital Stock issued and outstanding, pursuant to a registration distribution to the public, registered under the Securities Act), the Holder will give written notice in which Xxxxxxx Xxxxx uses its commercially reasonable efforts to the Company of its intention to (A) effect such transfer, together with an opinion as wide a distribution of such counsel for the Holder BlackRock Capital Stock as shall be is reasonably acceptable practicable, and (B) not knowingly sell BlackRock Capital Stock to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery any Person who after consummation of such notice and opinion to offering would have Beneficial Ownership of BlackRock Capital Stock representing in the Company, aggregate more than 5% of the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance Total Voting Power of BlackRock Capital Stock; or (v) with the intended method prior written consent of disposition specified in a majority of the notice to the CompanyIndependent Directors. (c) Each certificate representing Warrant Shares issued upon exercise Subject to Sections 3.2(a) and (b), if Xxxxxxx Xxxxx wishes or exchange is required to Transfer an amount of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock, Xxxxxxx Xxxxx shall coordinate with BlackRock regarding optimizing the manner of distribution and sale of such shares, including whether such sale should occur through an underwritten offering and shall cooperate in the marketing of any such offering. (d) Xxxxxxx Xxxxx shall reimburse BlackRock for any fees and expenses incurred in connection with any Transfer by Xxxxxxx Xxxxx pursuant to this Warrant shall bear the following legend, unless the opinion of counsel referred Section 3.2 (other than any Transfer pursuant to in Section 4(bSections 3.3(a) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDand 3.3(b)).”

Restrictions on Transfer. (a) Notwithstanding Neither the Warrant nor any provisions contained in this Warrant to of the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 45.1, which conditions are intended, among other things, intended to insure compliance with the applicable provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities 1933 Act. (b) The Holder5.1.1. Unless and until otherwise permitted by this Section 5.1, by its acceptance hereof, agrees that prior to the Warrant and each certificate or other document evidencing any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance endorsed with the intended method of disposition specified legend substantially in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR (B) THE COMPANY OF HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY IN FORM REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER. 5.1.2. Neither the Warrant nor any of the Warrant Shares shall be transferred and the Company shall not be required to register any such transfer, unless and until one of the following events shall have occurred: (a) the Company shall have received an opinion of counsel reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Commission thereunder. Within ten days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (b) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; or (i) the Warrant or the Warrant Shares, as the case may be, have been registered pursuant to a registration statement filed by or on behalf of the Company, (ii) such registration statement has been declared effective by the Commission under the 1933 PORTIONS OF THIS EXHIBIT WERE OMITTED AND SUBSTANCE HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933ACT. EXECUTION COPY Act and is not subject to any stop order, AS AMENDEDand (iii) the Company has not sent a notice to the Warrantholder requesting that sales under such registration statement and the related prospectus should be halted until such time as the Company has corrected or updated such registration statement and the related prospectus.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to Upon original issuance by the contraryCompany, this Warrant and until such time as the related Warrant Shares shall not be transferable except pursuant to same is no longer required under the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions applicable requirements of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under Act, the Securities Act has become effective and the Remarketed Notes (and all securities issued in exchange therefor or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (bin substitution thereof) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THIS NOTE AND THE SECURITIES EVIDENCED BY THIS CERTIFICATE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, THE PARENT OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND SUBSTANCE DELIVERED BY THE TRANSFEROR TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF 1933A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Following the sale of Remarketed Notes by BAS or the Purchaser to subsequent purchasers pursuant to the terms hereof, AS AMENDEDBAS and the Purchaser shall not be liable or responsible to the Parent or the Company for any losses, damages or liabilities suffered or incurred by the Parent or the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Remarketed Note.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant The Preferred Stock and the related Warrant Shares Registrable Securities shall not be transferable sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4Agreement, which conditions are intended, among other things, intended to insure ensure compliance with the provisions of the Securities Act and applicable state law in respect Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the transfer of this Warrant or Preferred Stock and the Registrable Securities held by such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery agree to take and hold such securities subject to the Company of an opinion of provisions and upon the Holder’s counsel (as such opinion and such counsel are described conditions specified in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actthis Agreement. (b) The Holderholder of each certificate representing Restricted Securities, by its acceptance hereofthereof, agrees that prior to comply in all respects with the provisions of this Section 2.10. Before any proposed sale, pledge, or transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to any Restricted Securities, unless there is in effect a registration statement under the Securities Act)Act covering the proposed transaction, the Holder will thereof shall give written notice to the Company of its such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, together with an pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of such legal counsel for the Holder as shall who shall, and whose legal opinion shall, be reasonably acceptable satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares transaction may be effected without registration under the Securities Act. Upon delivery ; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such notice and opinion Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the CompanyCompany to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer this Warrant and/or such Warrant Shares Restricted Securities in accordance with the intended method terms of disposition specified in the notice given by the Holder to the Company. . The Company will not require such a legal opinion or “no action” letter (cx) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Section 2.10. Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 9.13, except that such certificate shall not bear the following legendsuch restrictive legend if, unless in the opinion of counsel referred to in Section 4(b) states for such Holder and the Company, such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDrequired in order to establish compliance with any provisions of the Securities Act.”

Restrictions on Transfer. (ai) Notwithstanding The Purchaser understands and agrees that any provisions contained certificates evidencing the Shares purchased pursuant to this Agreement shall be stamped or endorsed with legends in this Warrant to substantially the contrary, this Warrant following form and the related Warrant Shares Purchaser shall not be transferable except pursuant subject to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel legends: THIS SECURITY (as such opinion and such counsel are described in Section 4(bOR ITS PREDECESSOR) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT UPON DELIVERY IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM AND AS SET FORTH HEREIN. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (2) INSIDE THE UNITED STATES TO A PERSON WHO IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a))(1),(2), (3) AND (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (i) THE RECEIPT BY THE ISSUER OF A LETTER IN SUBSTAN- TIALLY THE FORM ATTACHED TO THE COMPANY SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THIS SECURITY WAS ISSUED, (ii) UNLESS THE TRANSFER IS OF SECURITIES WITH A PURCHASE PRICE OF NOT LESS THAN US$ 250,000, THE RECEIPT BY THE ISSUER OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE ACCEPTABLE TO IT THE ISSUER THAT SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM REGISTRATION IN COMPLIANCE WITH THE SECURITIES ACT, AND (iii) THE RECEIPT BY THE ISSUER OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE ISSUER THAT SUCH REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULES 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT ACT, (4) TO THE ISSUER OR ITS AFFILIATES, OR (5) IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF 1933ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. (ii) The Purchaser understands and agrees that, as of the Closing Date, the Shares shall bear the following additional legend and that the Purchaser shall be subject to the provisions of such legend: THIS SECURITY IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE ISSUER'S ARTICLES OF INCORPORATION, AS AMENDED.” (iii) The Purchaser understands and agrees that, as of the Closing Date, the Options will be subject to the transfer restrictions under the Option Deed and shall be stamped or endorsed with legends in the forms set forth in the Option Deed and that the Purchaser shall be subject to the provisions of such legends. (iv) The Purchaser understands that the WAT ordinary units issuable upon exercise of the Options will be subject to the transfer restrictions under the WAT Trust Deed and the Option Deed and that the Trustee of WAT will not recognize or effect transfers of ownership of the WAT ordinary units unless such transfer restrictions are complied with and fully satisfied (so long as such transfer restrictions shall apply to such WAT ordinary units).

Restrictions on Transfer. (a) Notwithstanding any provisions contained in If, at the time of the surrender of this Warrant to the contraryin connection with any exercise, transfer, or exchange of this Warrant, this Warrant and (or, in the related Warrant Shares case of any exercise, the shares issuable hereunder), shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of registered under the Securities Act and under applicable state law in respect securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the transfer holder or transferee of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that Warrant, as the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery case may be, furnish to the Company of an a written opinion of the Holder’s counsel (as which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such opinion and such counsel are described in Section 4(b) hereof) exercise, transfer, or until exchange may be made without registration of such Warrant Shares under the Securities Act has become effective and under applicable state securities or after a sale of such Warrant blue sky laws, (ii) that the holder or Warrant Shares has been consummated pursuant transferee execute and deliver to the Company an investment letter in form and sub-stance reasonably acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 144 501(a) promulgated under the Securities Act. (b) The HolderNotwithstanding anything in the Warrant to the contrary, this Warrant shall not be exercisable to the extent (but only to the extent) that (a) the number of shares of Common Stock beneficially owned by the holder of this Warrant and its acceptance hereof, agrees that prior to any transfer affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the unexercised or unconverted portion of any other securities of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant Company subject to a registration under the Securities Act), the Holder will give written notice limitation on conversion or exercise analogous to the Company limitation contained herein) and (b) the number of its intention to effect such transfer, together with an opinion shares of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer Common Stock issuable upon exercise of this Warrant and/or (or portion thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by such Warrant Shares may be effected without registration under holder and its affiliates of more than 9.99% of the Securities Actoutstanding shares of Common Stock. Upon delivery of such notice and opinion to To the Companyextent the above limitation applies, the Holder determination of whether and to what extent this Warrant shall be entitled exercisable with respect to transfer other securities owned by such holder shall be in the sole discretion of the holder and submission of this Warrant and/or for full or partial exercise shall be deemed to be the holder's determination of whether and the extent to which this Warrant is exercisable, in each case subject to such aggregate percentage limitation. No prior inability to exercise this Warrant Shares pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of exercisability. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the intended method Securities Exchange Act of disposition specified 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (a) hereof. The restrictions contained in this Section 8(g) may not be amended without the notice to written consent of the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange Company and the holder of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDWarrant.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Warrant Section 2.25(a) to bear the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified legend set forth in this Section 4, which conditions are intended, among other things, to insure compliance 2.25(a) (together with the provisions any Company Common Shares issued upon exchange of the Securities Act and applicable state law Notes, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in respect this Section 2.25(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that Issuer, and the Holder will not of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.25(a), the term “transfer” means any sale, pledge, loan, transfer this Warrant or other disposition whatsoever of any Restricted Security or any interest therein. Until the related Warrant Shares prior to delivery to the Company of an opinion expiration of the Holder’s counsel (as such opinion and such counsel are described in Section 4(bholding period applicable to sales of Restricted Securities under Rule 144(k) hereof) or until registration of such Warrant Shares under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has become been sold pursuant to a registration statement that has been declared effective or after a sale under the Securities Act (and which continues to be effective at the time of such Warrant transfer) or Warrant Shares has been consummated sold pursuant to Rule 144 under the Securities Act. (b) The HolderAct or any similar provision then in force, or unless otherwise agreed by its acceptance hereofthe Issuer in writing, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give with written notice thereof to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredTrustee: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IS AWARE THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND IS PURCHASING THIS SECURITY IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (2) AGREES THAT IT SHALL NOT, WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY OR THE COMMON SHARES ISSUABLE UPON DELIVERY EXCHANGE OF SUCH SECURITY EXCEPT (A) TO THE COMPANY, THE ISSUER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT SHALL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF AN OPINION THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF COUNSEL SATISFACTORY IN FORM SUCH TRANSFER AND SUBSTANCE SUBMIT THIS SECURITY TO IT THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY, THE ISSUER OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS EXEMPT FROM BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT ACT. THIS LEGEND SHALL BE REMOVED UPON THE EARLIER OF 1933THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH THE ISSUER OR THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY. Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, AS AMENDEDupon surrender of such Note for exchange to the Securities Registrar in accordance with the provisions of this Section 2.25, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.25(a). If such Restricted Security surrendered for exchange is represented by a global Note bearing the legend set forth in this Section 2.25(a), the principal amount of the legended global Note shall be reduced by the appropriate principal amount and the principal amount of a global Note without the legend set forth in this Section 2.25(a) shall be increased by an equal principal amount. If a global Note without the legend set forth in this Section 2.25(a) is not then outstanding, the Issuer shall execute and the Trustee shall authenticate and deliver an unlegended global Note to the Depositary. In the event Rule 144(k) under the Securities Act (or any successor provision) is amended to shorten the two-year period under Rule 144(k), then, the references in the restrictive legends set forth above to “TWO YEARS,” and in the corresponding transfer restrictions described above, and in the Notes and the Company Common Shares shall be deemed to refer to such shorter period, from and after receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel to that effect. As soon as reasonably practicable after the Issuer knows of the effectiveness of any such amendment to shorten the two-year period under Rule 144(k), unless such changes would otherwise be prohibited by, or would cause a violation of, the federal securities laws applicable at the time, the Issuer shall provide to the Trustee an Officers’ Certificate and an Opinion of Counsel as to the effectiveness of such amendment and the effectiveness of such change to the restrictive legends and transfer restrictions.” (a) Any Restricted Securities, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate and shall be surrendered to the Trustee for cancellation. Upon expiration of the holding period applicable Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), the Notes may, to the extent permitted by applicable law, be reissued or sold or may be surrendered to the Trustee for cancellation. Any Notes surrendered for cancellation may not be reissued or resold and shall be canceled promptly by the Trustee. (b) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this instrument or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this instrument, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this This Warrant and the related shares of Preferred Stock (and the common stock issued upon conversion of the Preferred Stock) issued or issuable through the exercise of this Warrant Shares shall are “restricted securities” under the Securities Act, and the rules and regulations promulgated thereunder and may not be transferable except pursuant to the proviso contained in the following sentence sold, transferred, pledged, or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of hypothecated without such transaction being registered under the Securities Act and applicable state law in respect laws or the availability of an exemption therefrom that is established to the satisfaction of the Company; a legend substantially to this effect shall appear on this Warrant and, unless the issuance is a registered transaction, on all shares of Preferred Stock (and the common stock issued upon conversion of the Preferred Stock) issued upon the exercise hereof. The holder of this Warrant, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Preferred Stock issuable or issued upon the exercise hereof (and any common stock issued upon conversion of the Preferred Stock) of such holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery holder’s intention as to the Company disposition to be made of an opinion shares of Preferred Stock issuable or issued upon the Holder’s counsel exercise hereof (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Actcommon stock), the Holder will give written notice to . Such holder shall also provide the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable satisfactory to the Company, Company to the effect that the proposed transfer of this Warrant and/or such Warrant Shares or disposition of shares may be effected without registration or qualification (under any federal or state law) of this Warrant or the Securities Actshares of Preferred Stock issuable or issued upon the exercise hereof (or common stock). Upon delivery receipt of such written notice and opinion to by the Company, the Holder such holder shall be entitled to transfer this Warrant, or to exercise this Warrant and/or in accordance with its terms and dispose of the shares received upon such Warrant Shares exercise or to dispose of shares of Preferred Stock received upon the previous exercise of this Warrant, all in accordance with the intended method terms of disposition specified in the notice delivered by such holder to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of , provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant shall bear or the following legend, unless the opinion of counsel referred to in Section 4(b) states certificates for such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDshares.”

Restrictions on Transfer. The Consultant understands and agrees that ------------------------- the following restrictions and limitations are applicable to the shares of the Company Common Stock issued to the Consultant hereunder, other than the S-8 Shares: (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares The shares shall not be transferable except pursuant to sold, pledged, hypothecated or otherwise transferred unless the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions shares are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares registered under the Securities Act has become effective of 1933, as amended, and the securities laws of any state or after a sale of such Warrant foreign jurisdiction, or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.are exempt therefrom; (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares A legend in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless form has been or will be placed on any certificate or other document evidencing the opinion of counsel referred to in Section 4(b) states such legend is not requiredshares: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.” (c) Stop transfer instructions to the transfer agent of the shares have been or will be placed with respect to the shares so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above; and (d) The legend and stop transfer instructions described in subparagraphs (b) and (c) above will be placed with respect to any new certificate or other document issued upon presentment by the Consultant of certificates or other documents for transfer.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contraryHOLDER AGREES THAT THE WARRANT MAY NOT BE TRANSFERRED, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4SOLD, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant SharesASSIGNED OR HYPOTHECATED EXCEPT BY OPERATION OF LAW. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities ActHOLDER FURTHER AGREES THAT THE COMPANY SHALL HAVE NO OBLIGATION TO EFFECT ANY TRANSFER OF THE WARRANTS UNLESS THE TRANSFEREE SHALL HAVE EXECUTED AN AGREEMENT OBLIGATING THE TRANSFEREE TO COMPLY WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR. (b) The Holder, by its acceptance hereof, agrees that prior Prior to any exercise of the Warrants or any transfer or attempted transfer of this Warrant or any of the related Warrants, Warrant Shares, or Purchased Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act"SECURITIES"), the Holder will shall give the Company written notice of Holder's intention so to do, describing briefly the Company manner of its intention to any such proposed exercise, sale or transfer. The Holder may effect such exercise or transfer, together provided that such exercise or transfer is not prohibited by this Section 5 and such exercise or transfer complies with an all applicable federal and state securities laws and regulations. If in the reasonable opinion of such counsel for the Company, notwithstanding the opinion of counsel to a Holder as shall be reasonably acceptable to the Companycontrary, to the effect that if any, the proposed exercise or transfer of this Warrant and/or such Warrant Shares Securities may not be effected without registration thereof under the Securities Act. Upon delivery of Act and such notice registration has not been accomplished, the Company shall, as promptly as practicable, so notify the Holder and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with not consummate the intended method of disposition specified in the notice to the Companyproposed transfer. (c) Each certificate representing Warrant for Purchased Shares initially issued upon the exercise of the Warrants, shall be stamped or exchange of this Warrant shall bear otherwise imprinted with a legend in substantially the following legendform: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED JANUARY 1, unless 1998. NO TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER, SALE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE PROVISIONS OF THE WARRANT AGREEMENT AND UNTIL REGISTERED OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO IT, THAT THE TRANSACTION IS EXEMPT FROM REGISTRATION, AND UNTIL SUCH CONDITIONS AS ARE CONTAINED IN THE WARRANT AGREEMENT HAVE BEEN FULFILLED. A COPY OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AT THE OFFICES OF FUTURE MEDIA PRODUCTIONS, INC. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE WARRANT AGREEMENT." Subject to the provisions of Section 5(e) below, if the Purchased Shares are no longer subject to the transfer restrictions imposed by applicable state and Federal securities law because either (i) the Purchased Shares or the resale of the Purchased Shares has been registered on a registration statement declared effective by the Commission, or (ii) in the reasonable opinion of counsel for the Company, or the opinion of counsel referred for Holder, which opinion is reasonably satisfactory to counsel for the Company, all future dispositions of any of the Purchased Shares by the contemplated transferee would be exempt from or would satisfy the registration and prospectus delivery requirements of the Securities Act and the qualification requirements of the applicable state securities laws, then the restrictions on transfer of such securities contained in this Section 5(c) shall not apply to any subsequent transfer thereof and the Company shall, promptly upon request by Holder, remove the legend set forth above and shall promptly issue, in exchange for the certificate bearing such legend, a certificate without such legend to Holder. (d) In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the 1933 Act, including the Company's initial public offering, Holder shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to the Securities without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters; PROVIDED, HOWEVER, that in no event shall such period exceed 180 days. This Section 5(d) shall only remain in effect for the two-year period immediately following the effective date of the Company's initial public offering and shall thereafter terminate and cease to be in force or effect. Holder agrees to execute and deliver to the Company such further documents or instruments as the Company reasonably determines to be necessary or appropriate to effect the provisions of this Section 5(d). In order to enforce the provisions of this Section 5(d), the Company may impose stop-transfer instructions with respect to the Securities until the end of the applicable stand-off period. (e) So long as the Company is an S Corporation, none of the Securities shall be transferred, sold, assigned or hypothecated (with or without consideration) and the Company shall not be required to register any such transfer and the Company may instruct its transfer agent not to register any such transfer to any person who is not eligible to be an S Corporation shareholder as defined in Section 4(b1361 of the Internal Revenue Code, or to any person if such transfer would, in the opinion of the Company's counsel, result in the termination or revocation of the Company's taxable status as an S Corporation. (f) states In the event of any stock dividend, stock split, recapitalization or other transaction resulting in an adjustment under Section 6 hereof, then any new, substituted or additional securities or other property which is by reason of such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933transaction distributed with respect to or in exchange for the Securities or shall be immediately subject to the provisions of this Section 5, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDto the same extent such Securities are at such time covered by such provisions.”

Restrictions on Transfer. Tenant shall not assign or transfer this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without Landlord’s prior written consent. Subject to the provisions of Sections 11.2 through 11.7 below, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed, provided the proposed assignee or subtenant (i) is compatible with the quality and stature of the Building and its tenants (provided that the restriction in this clause (i) shall not apply from and after the Substantial Full Occupancy Commencement Date), (ii) will use the Premises only for the Permitted Use, and (iii) in the reasonable judgment of Landlord, has the financial capability to undertake and perform its obligations under this Lease or under the sublease. Subject to Section 11.2, no assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent, which may not be unreasonably withheld, conditioned or delayed. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed as a consent to or acceptance of such assignee, subtenant or occupant as a tenant. Landlord’s consent to any assignment, subletting or occupancy, or Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant, shall not be construed (a) as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant or (b) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Upon and during the continuance of an Event of Default of Tenant under this Lease, Tenant authorizes each such subtenant or occupant to pay such rent directly to Landlord if such subtenant or occupant receives written notice from Landlord stating that an Event of Default exists under this Lease and specifying that such rent shall be paid directly to Landlord. Any such payments made by any subtenant or occupant shall be credited against the monthly amounts owed by Tenant under this Lease. Each sublease shall provide that, at Landlord’s election, the subtenant agrees to attorn to Landlord or enter into a direct lease with Landlord on the same terms as the sublease in the event this Lease is terminated by reason of an Event of Default by Tenant. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s sole discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Subject to Section 11.2, if Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant, or any sale or transfer of a controlling interest in the capital stock of Tenant, shall be deemed a voluntary assignment of this Lease. Notwithstanding the foregoing, the transfer (by operation of law or otherwise) of the outstanding capital stock of Tenant or other interests in Tenant by persons or parties through the “over the counter market” or through any provisions contained in this Warrant to the contraryrecognized stock exchange, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer deemed an assignment of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities ActLease. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding Neither the Warrant nor any provisions contained in this Warrant to of the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 45.1, which conditions are intended, among other things, intended to insure compliance with the applicable provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities 1933 Act. (b1) The HolderUnless and until otherwise permitted by this Sexxxxx 0.1, by its acceptance hereof, agrees that prior to the Warrant and each certificate or other document evidencing any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance endorsed with the intended method of disposition specified legend substantially in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR (B) THE COMPANY OF HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO IT THE COMPANY TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933TRANSFER. (2) Neither the Warrant nor any of the Warrant Shares shall be transferred and the Company shall not be required to register any such transfer, AS AMENDED.”unless and until one of the following events shall have occurred: (a) the Company shall have received an opinion of counsel reasonably acceptable to the Company and its counsel, stating that the contemplated transfer is exempt from registration under the 1933 Act as then in effect, and the Rules and Regulations of the Commission thereunder. Within ten days after delivery to the Company and its counsel of such an opinion, the Company either shall deliver to the proposed transferor a statement to the effect that such opinion is not satisfactory in the reasonable opinion of its counsel (and shall specify the legal analysis supporting any such conclusion) or shall authorize the Company's transfer agent to make the requested transfer; (b) the Company shall have been furnished with a letter from the Commission in response to a written request in form and substance acceptable to counsel for the Company setting forth all of the facts and circumstances surrounding the contemplated transfer, stating that the Commission will take no action with regard to the contemplated transfer; or

Restrictions on Transfer. I understand that (ai) Notwithstanding the Common Stock and Warrants (and the shares of Common Stock underlying such Warrants) have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any provisions contained in state or the federal government has recommended or endorsed this Warrant Offering or made any finding or determination relating to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained fairness of an investment in the following sentence or upon Company and (iii) the conditions specified in Company is relying on my representations and agreements for the purpose of determining whether this Section 4, which conditions are intended, among other things, to insure compliance with transaction meets the provisions requirements of the exemptions afforded by the Securities Act and applicable certain state law in respect of the transfer of this Warrant or such Warrant Sharessecurities laws. The Holder by acceptance of this Warrant agrees I acknowledge that the Holder Common Stock and Warrants are (and the shares of Common Stock issuable upon exercise thereof, when issued, will be) subject to restrictions on transferability and may not transfer this Warrant be resold, assigned or the related Warrant Shares prior to delivery to the Company otherwise disposed of an opinion of the Holder’s counsel (as such opinion and such counsel unless they are described in Section 4(b) hereof) or until registration of such Warrant Shares subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I further acknowledge that, although the Company has become agreed to use commercially reasonable efforts to file a registration statement covering the resale by me of the Common Stock and shares of Common Stock issuable upon exercise of the Warrants, (i) there is no assurance that the Company will do so, (ii) such registration statement, if filed, may not be declared effective, (iii) if declared effective, the Company may not be able to keep it effective or after a sale until I effect the resale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. securities registered thereby and (biv) The Holder, by its acceptance hereof, agrees that prior I will be subject to any transfer of this Warrant or lock-up restrictions as required by any underwriter engaged in connection with such registration statement. I understand that each certificate evidencing each of the related Warrant Shares Common Stock and Warrants (other than as permitted by Section 4(aand the shares of Common Stock underlying such Warrants) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred legends substantively similar to in Section 4(b) states such legend is not requiredthat set forth below: “THE NEITHER THIS SECURITY NOR ANY SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT THAT MAY BE ACQUIRED UPON CONVERSION OR EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT ACT, OR UNDER THE SECURITIES LAWS OF 1933, AS AMENDED, ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED EXCEPT UPON DELIVERY TO OR ASSIGNED IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF 1933COUNSEL, AS AMENDEDSATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY’S SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT WITH THE HOLDER SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE COMMON STOCK AND SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF. A COPY OF SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE. SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE TRANSFER OF SUCH SECURITIES.”

Restrictions on Transfer. (a) Notwithstanding Without the prior written consent of BlackRock (acting through a majority of the Independent Directors), during an initial period of three years following the Closing, Xxxxxxx Xxxxx shall not, and shall not permit its Affiliates to, Transfer any provisions contained Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the foregoing restriction shall not prohibit Xxxxxxx Xxxxx or any of its Affiliates from Transferring any Beneficially Owned BlackRock Capital Stock (i) to BlackRock pursuant to Section 2.4 or (ii) to an Affiliate of Xxxxxxx Xxxxx that agrees in writing with BlackRock to be bound by this Warrant Agreement as fully as if it were an initial signatory hereto. (b) Following the third anniversary of the Closing, Xxxxxxx Xxxxx shall not, and shall not permit its Affiliates to, Transfer any Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the contrary, this Warrant and the related Warrant Shares foregoing restriction shall not be transferable except applicable to Transfers: (i) to an Affiliate of Xxxxxxx Xxxxx which agrees in writing with BlackRock to be bound by this Agreement as fully as if it were an initial signatory hereto; (ii) pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions restrictions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.Act applicable to sales of securities by Affiliates of an issuer (regardless of whether Xxxxxxx Xxxxx is deemed at such time to be an Affiliate of BlackRock) to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding; (biii) The Holderpursuant to privately negotiated transactions, by its acceptance hereofin each calendar quarter in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iv) during such calendar quarter) of 4.5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding; provided, agrees that Xxxxxxx Xxxxx or the Affiliate proposing to Transfer pursuant to this Section 3.2(b)(iii) (the "Transferring Party") promptly provide to BlackRock written notice (an "Initial Transfer Notice"), stating such Transferring Party's intention to effect such a Transfer, and stating that Xxxxxxx Xxxxx will comply with the provisions of Section 3.3 and prior to making any Transfer or entering into any definitive agreement to do so shall provide to BlackRock a further written notice (a "Final Transfer Notice") stating such Transferring Party's intention to effect the specific transfer described therein (including price and terms (the "Last Look Price")); (iv) in each calendar quarter, in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iii)) of this Warrant or 4.5% of the related Warrant Shares (other than as permitted by Section 4(a) hereof or Total Voting Power of BlackRock Capital Stock issued and outstanding, pursuant to a registration distribution to the public, registered under the Securities Act), the Holder will give written notice in which Xxxxxxx Xxxxx uses its commercially reasonable efforts to the Company of its intention to (A) effect such transfer, together with an opinion as wide a distribution of such counsel for the Holder BlackRock Capital Stock as shall be is reasonably acceptable practicable, and (B) not knowingly sell BlackRock Capital Stock to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery any Person who after consummation of such notice and opinion to offering would have Beneficial Ownership of BlackRock Capital Stock representing in the Company, aggregate more than 5% of the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance Total Voting Power of BlackRock Capital Stock; or (v) with the intended method prior written consent of disposition specified in a majority of the notice to the CompanyIndependent Directors. (c) Each certificate representing Warrant Shares issued upon exercise Subject to Sections 3.2(a) and (b), if Xxxxxxx Xxxxx wishes or exchange is required to Transfer an amount of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock, Xxxxxxx Xxxxx shall coordinate with BlackRock regarding optimizing the manner of distribution and sale of such shares, including whether such sale should occur through an underwritten offering and shall cooperate in the marketing of any such offering. (d) Xxxxxxx Xxxxx shall reimburse BlackRock for any fees and expenses incurred in connection with any Transfer by Xxxxxxx Xxxxx pursuant to this Warrant shall bear the following legend, unless the opinion of counsel referred Section 3.2 (other than any Transfer pursuant to in Section 4(bSections 3.3(a) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDand 3.3(b)).”

Restrictions on Transfer. (a) Notwithstanding THE LESSEE MAY NOT SUBLET OR TRANSFER POSSESSION OF THE PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE LESSOR WHICH MAY BE WITHHELD IN THE SOLE AND ABSOLUTE DISCRETION OF THE LESSOR. THE LESSEE MAY NOT ASSIGN, PLEDGE, OR OTHERWISE ENCUMBER THIS LEASE. With respect to any provisions sublease or transfer of possession of the property, the rights of the sublessee or transferee will be subject and subordinate to all the terms of this Agreement, including the Lessor's right of repossession on the occurrence of an event of default. The Lessee will remain primarily liable for the performance of all the terms of this Agreement to the same extent as if the sublease or transfer of possession had not occurred. The Lessor will have the right, at its sole expense, to assign, sell, or encumber any part of its interest in the property or in this Agreement and any proceeds of the disposition of that interest, subject to the Lessee's rights under this lease. To effect or facilitate such assignment, sale or encumbrance, the Lessee agrees to provide all agreements, consents, conveyances or documents that may be reasonably requested by the Lessor, including an unrestricted release of the Lessor from its obligations under this Agreement. That release will not release the Lessor from any liability that arose before the assignment or sale. Any person who succeeds to the rights and interests of the Lessor under this clause will agree to be bound by the terms of this Agreement without alteration. The Lessee acknowledges that an assignment, sale, or encumbrance of the Lessor's interest would not materially change the Lessee's duties under the Agreement or materially increase its burdens or risks. Even if such a transfer could be deemed to have that effect, the Lessee agrees that the assignment, sale or encumbrance will nevertheless be permitted. Without prejudice to any rights that the Lessee may have against the Lessor, the Lessee agrees that it will not assert against an assignee any claim or defense that it may have against the Lessor. The agreements, covenants, obligations and liabilities contained in this Warrant clause, including but not limited to, all obligations to pay rent and to indemnify each indemnitee, are made for the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions benefit of the Securities Act indemnitees and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion their respective successors and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actassigns. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant The Collateral Indebtedness Interest shall be subject to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained restrictions on transfer set forth in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities ActLoan Agreement. (b) The HolderTransferor may at any time, by its acceptance hereof, agrees that prior to any transfer of this Warrant or without the consent of the related Warrant Shares Class A Certificateholders and Class B Certificateholders, (other than as permitted by Section 4(ai) hereof sell or pursuant to transfer all or a registration under portion of the Securities Act)Class D Certificates, provided that (A) the Holder will give written Transferor shall have given notice to the Company of its intention to effect such transferTrustee, together with an opinion the Servicer and the Rating Agencies of such counsel for proposed sale or transfer of the Holder as shall be reasonably acceptable Class D Certificates at least five (5) Business Days prior to the Company, consummation of such sale or transfer; (B) the Rating Agency Condition shall have been satisfied; (C) no Pay Out Event shall have occurred prior to the consummation of such proposed sale or transfer of Class D Certificates; (D) the Transferor shall have delivered an Officer's Certificate dated the date of the consummation of such proposed sale or transfer to the effect that that, in the proposed transfer reasonable belief of this Warrant and/or the Transferor, such Warrant Shares may be effected without registration under action will not, based on the Securities Act. Upon delivery facts known to such officer at the time of such notice certification, cause a Pay Out Event to occur with respect to any Series, and opinion (E) the Transferor shall have provided an Opinion of Counsel addressed to the CompanyTrustee, dated the Holder shall be entitled date of such certificate with respect to such action, that such proposed sale or transfer this Warrant and/or such Warrant Shares in accordance will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class with the intended method respect to which an Opinion of disposition specified in the notice Counsel addressed to the CompanyTrustee was delivered at the time of their issuance that such Investor Certificates would be characterized as debt, cause the Trust to be classified, for federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation and cause or constitute an event in which gain or loss would be recognized by any Certificateholder. (c) Each certificate representing Warrant Shares issued upon exercise initial transferee of the Class D Certificates or exchange any interest therein and any assignee thereof or participant therein (each a "holder") shall certify to the Transferor, the Servicer and the Trustee that it has neither acquired nor will it sell, transfer, assign participate, pledge, hypothecate, or otherwise dispose (any such act, a "transfer") of this Warrant any interest in its Class D Certificates or cause an interest in its Class D Certificates to be marketed on or through (i) an "established securities market" within the meaning of Section 7704(b)(1) of Code and any Treasury regulation thereunder, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) a "secondary market" within the meaning of Section 7704(b)(2) of the Code and any Treasury regulation thereunder, including, without limitation, a market wherein interests in the Class D Certificates are regularly quoted by any Person making a market in such interests and a market wherein any Person regularly makes available bid or offer quotes with respect to interests in the Class D Certificates and stands ready to effect buy or sell transactions at the quoted price for itself or on behalf of others. In addition, each holder shall bear the following legendcertify, unless the opinion prior to any delivery or transfer to it of counsel referred to in Section 4(b) states such legend a Class D Certificate or interest therein, that it is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933and will not become a partnership, AS AMENDEDSubchapter S corporation or grantor trust for United States federal income tax purposes. If a holder cannot make the certification described in the preceding sentence, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933the Transferor, AS AMENDEDthe Trustee or the Servicer may prohibit a transfer to such entity; provided, however, that if the Transferor, the Trustee or the Servicer agrees to permit such a transfer, the Transferor, the Servicer or the Trustee may require additional certifications in order to prevent the Trust from being treated as a publicly traded partnership. Each holder acknowledges that special tax counsel to the Transferor may render Opinions of Counsel from time to time to the Transferor and others that the Trust will not be treated as an association or as a publicly traded partnership taxable as a corporation, and that such Opinions of Counsel will rely in part on the accuracy of the certifications in this subsection K(c).”

Restrictions on Transfer. (a) Notwithstanding Without the prior written consent of BlackRock (acting through a majority of the Independent Directors), until the first anniversary of the date of this Agreement, Xxxxxxx Xxxxx shall not, and shall not permit its Affiliates to, Transfer any provisions contained Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the foregoing restriction shall not prohibit Xxxxxxx Xxxxx or any of its Affiliates from Transferring any Beneficially Owned BlackRock Capital Stock (i) to BlackRock pursuant to Section 2.4 or (ii) to an Affiliate of Xxxxxxx Xxxxx that agrees in writing with BlackRock to be bound by this Warrant Agreement as fully as if it were an initial signatory hereto. (b) Following the first anniversary of the date of this Agreement, Xxxxxxx Xxxxx shall not, and shall not permit its Affiliates to, Transfer any Beneficially Owned BlackRock Capital Stock or agree to Transfer, directly or indirectly, any Beneficially Owned BlackRock Capital Stock; provided that the contrary, this Warrant and the related Warrant Shares foregoing restriction shall not be transferable except applicable to Transfers: (i) to an Affiliate of Xxxxxxx Xxxxx which agrees in writing with BlackRock to be bound by this Agreement as fully as if it were an initial signatory hereto; (ii) pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions restrictions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.Act applicable to sales of securities by Affiliates of an issuer (regardless of whether Xxxxxxx Xxxxx is deemed at such time to be an Affiliate of BlackRock) to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding; (biii) The Holderpursuant to privately negotiated transactions, by its acceptance hereofin each calendar quarter in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iv) during such calendar quarter) of 4.5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding to any Person who after giving effect to such Transfer would not Beneficially Own BlackRock Capital Stock representing in the aggregate more than 5% of the Total Voting Power of BlackRock Capital Stock issued and outstanding; provided, agrees that Xxxxxxx Xxxxx or the Affiliate proposing to Transfer pursuant to this Section 3.2(b)(iii) (the “Transferring Party”) promptly provide to BlackRock written notice (an “Initial Transfer Notice”), stating such Transferring Party’s intention to effect such a Transfer, and stating that Xxxxxxx Xxxxx will comply with the provisions of Section 3.3 and prior to making any Transfer or entering into any definitive agreement to do so shall provide to BlackRock a further written notice (a “Final Transfer Notice”) stating such Transferring Party’s intention to effect the specific transfer described therein (including price and terms (the “Last Look Price”)); (iv) in each calendar quarter, in an amount not in excess (together with Transfers pursuant to Section 3.2(b)(ii) and (iii)) of this Warrant or 4.5% of the related Warrant Shares (other than as permitted by Section 4(a) hereof or Total Voting Power of BlackRock Capital Stock issued and outstanding, pursuant to a registration distribution to the public, registered under the Securities Act), the Holder will give written notice in which Xxxxxxx Xxxxx uses its commercially reasonable efforts to the Company of its intention to (A) effect such transfer, together with an opinion as wide a distribution of such counsel for the Holder BlackRock Capital Stock as shall be is reasonably acceptable practicable, and (B) not knowingly sell BlackRock Capital Stock to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery any Person who after consummation of such notice and opinion to offering would have Beneficial Ownership of BlackRock Capital Stock representing in the Company, aggregate more than 5% of the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance Total Voting Power of BlackRock Capital Stock; or (v) with the intended method prior written consent of disposition specified in a majority of the notice to the CompanyIndependent Directors. (c) Each certificate representing Warrant Shares issued upon exercise Subject to Section 3.2(b), if Xxxxxxx Xxxxx wishes or exchange is required to Transfer an amount of BlackRock Capital Stock constituting more than 10% of the Total Voting Power of BlackRock Capital Stock, Xxxxxxx Xxxxx shall coordinate with BlackRock regarding optimizing the manner of distribution and sale of such shares, including whether such sale should occur through an underwritten offering and shall cooperate in the marketing of any such offering. (d) Xxxxxxx Xxxxx shall reimburse BlackRock for any fees and expenses incurred in connection with any Transfer by Xxxxxxx Xxxxx pursuant to this Warrant shall bear the following legend, unless the opinion of counsel referred Section 3.2 (other than any Transfer pursuant to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED3.3(a)).”

Restrictions on Transfer. (ai) Notwithstanding any provisions contained in this Warrant to The securities of Active Link that the contraryShareholder will acquire have not been registered under the Securities Act of 1933, this Warrant and as amended (the related Warrant Shares shall "Securities Act") and, accordingly, such securities will not be fully transferable except pursuant to the proviso as permitted under various exemptions contained in the following sentence Securities Act, upon satisfaction of the registration and prospectus delivery requirements of the Securities Act, or upon otherwise in accordance with any registration rights agreement entered into prior to Closing. The Shareholder must bear the conditions specified economic risk of his investment in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions such securities for an indefinite period of time as such securities have not been registered under the Securities Act and applicable state law in respect of therefore cannot be sold unless they are subsequently registered or an exemption from registration is available. At or prior to Closing, the transfer of this Warrant or such Warrant SharesShareholder shall deliver a completed investor questionnaire. The Holder by acceptance Shareholder is acquiring the Active Link Common Stock for investment purposes only, for his own account, and not as nominee or agent for any other person, and not with the view to, or for resale in connection with, any distribution thereof within the meaning of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (bii) The Holder, certificates evidencing the securities of Active Link will be acquired by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or Shareholder pursuant to a registration under the Securities Act)this Agreement, the Holder and each instrument or certificate issued in transfer thereof, will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IF THE SECURITIES ARE TO THE COMPANY OF BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION, ACTIVE LINK MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THERETO, STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION UNDER THE AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND WILL NOT VIOLATE SUCH ACT OR ANY OTHER APPLICABLE SECURITIES ACT OF 1933, AS AMENDEDLAWS.” (iii) Shareholder understands a notation on the records of Active Link and its transfer agent will be made in order to implement the restrictions on transfer set forth in this Section 5.6.

Restrictions on Transfer. (a) Notwithstanding any Each certificate representing Registrable Securities shall (unless otherwise permitted by the provisions contained in of this Warrant Registration Rights Agreement) be stamped or otherwise imprinted with a legend substantially similar to the contraryfollowing (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, this Warrant and the related Warrant Shares shall not be transferable except pursuant INCLUDING Registration Rights Agreement re Crispr Therapeutics AG 15 A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. The Holders consent to the proviso contained Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the following sentence or upon the conditions specified restrictions on transfer established in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act2.8. (b) The Each Holder, by its acceptance hereofof ownership of Restricted Securities, agrees that prior to comply in all respects with the provisions of this Section 2.8. Before any proposed sale, pledge, or transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to any Restricted Securities, unless there is in effect a registration statement under the Securities Act)Act covering the proposed transaction, the Holder will thereof shall give written notice to the Company of its such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, together with an pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of such legal counsel for the Holder as shall who shall, and whose legal opinion shall, be reasonably acceptable satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares transaction may be effected without registration under the Securities Act. Upon delivery ; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice and opinion given by the Holder to the Company, subject to any other restrictions or obligations arising pursuant to Section 2.12 of this Registration Rights Agreement. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to a Permitted Transferee for no consideration; provided that each transferee agrees in writing to be subject to the Holder terms of this Section 2.8. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be entitled notated with, except if such transfer is made pursuant to transfer this Warrant and/or Rule 144, the appropriate restrictive legend set forth above, except that such Warrant Shares certificate instrument, or book entry shall not be notated with such restrictive legend if, in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states for such Holder and the Company, such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDrequired in order to establish compliance with any provisions of the Securities Act.”

Restrictions on Transfer. (a) Notwithstanding The Holder agrees not to make any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence disposition of all or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions any portion of the Registrable Securities Act unless and applicable state law until: (i) there is then in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the transferee has become effective or after agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 shares under the Securities Act. (b) The HolderNotwithstanding the provisions of subsection (a) above, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant no such restriction shall apply to a registration under the Securities Act), the transfer by a Holder will give written notice that is (A) a partnership transferring to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the intended method capital stock of disposition specified the Holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the notice limited liability company, or (D) an individual transferring to the CompanyHolder’s family member or trust for the benefit of an individual Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder. (c) Each certificate representing Warrant Shares issued upon exercise Registrable Securities shall be stamped or exchange of this Warrant shall bear otherwise imprinted with legends substantially similar to the following legend, unless the opinion of counsel referred (in addition to in Section 4(b) states such any legend is not required: “required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “ACT”) AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY OF HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY IN FORM TO THE COMPANY AND SUBSTANCE TO IT ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF 1933A CERTAIN REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. (d) The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Company shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, AS AMENDEDqualification and legend.” (e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Restrictions on Transfer. The Consultant understands and agrees -------------------------- that the following restrictions and limitations are applicable to the shares of the Company Common Stock issued to the Consultant hereunder, other than the S-8 Shares: (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares The shares shall not be transferable except pursuant to sold, pledged, hypothecated or otherwise transferred unless the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions shares are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares registered under the Securities Act has become effective of 1933, as amended, and the securities laws of any state or after a sale of such Warrant foreign jurisdiction, or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.are exempt therefrom; (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares A legend in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless form has been or will be placed on any certificate or other document evidencing the opinion of counsel referred to in Section 4(b) states such legend is not requiredshares: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.” (c) Stop transfer instructions to the transfer agent of the shares have been or will be placed with respect to the shares so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above; and (d) The legend and stop transfer instructions described in subparagraphs (b) and (c) above will be placed with respect to any new certificate or other document issued upon presentment by the Consultant of certificates or other documents for transfer.

Restrictions on Transfer. (a) Notwithstanding The Warrant Holder represents that it is not acquiring the Warrants (and upon any provisions contained in this Warrant to exercise of the contraryWarrants, this Warrant and the related Warrant Shares shall each holder represents that it will not be transferable except pursuant acquiring the Warrant Shares) with a view to any distribution or public offering within the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions meaning of the Securities Act and applicable state but subject to any requirement of law in respect that the disposition of its property shall at all times be within its control. The Warrant Holder acknowledges that the Warrant Shares issuable upon exercise of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will Warrants have not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion as of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares date hereof been registered under the Securities Act has become effective and agrees that it will not sell or after a sale otherwise transfer any of such Warrant or its Warrant Shares has been consummated pursuant to Rule 144 under except upon the Securities Actterms and conditions specified herein. (bi) The HolderWarrant Holder agrees, by its acceptance hereofand each subsequent transferee described in paragraph (ii) below shall agree, agrees that prior it will not transfer any Warrant Shares except pursuant to any transfer of this Warrant an exemption from, or otherwise in a transaction not subject to, the registration requirements of the related Warrant Shares Securities Act (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with confirmed in an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, Issuer to the transferor to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion ) or pursuant to an effective registration statement under the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the CompanySecurities Act. (cii) Each Warrant Certificate and each certificate representing for the Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, (unless the legal opinion delivered in connection therewith is to the effect that the first paragraph of counsel referred to in Section 4(b) states such legend is not requiredrequired in order to ensure compliance with the Securities Act) shall include a legend in substantially the following form: “THE SECURITIES EVIDENCED WARRANTS AND UNDERLYING SHARES (SUBJECT TO SECTION 14 OF THE WARRANT AGREEMENT (AS DEFINED BELOW)) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, AN EXEMPTION FROM, OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT. IN ADDITION, THE WARRANTS AND UNDERLYING SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT, DATED AS OF JULY 2, 2001 (THE "WARRANT AGREEMENT"), BETWEEN THE ISSUER AND THE INITIAL HOLDER OF THE WARRANTS NAMED THEREIN, A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM HOLDER HEREOF UPON WRITTEN REQUEST AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDWITHOUT CHARGE.”

Restrictions on Transfer. Subscriber acknowledges that (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant offer and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions sale of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will has not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 registered under the Securities Act. , or applicable state securities laws, and the Securities may not be sold, transferred, pledged, or otherwise disposed of unless subsequently so registered or unless the Subscriber delivers to the Company an opinion of counsel reasonably satisfactory to the Company that such sale, transfer, pledge or disposition is exempt from the registration requirements of the Securities Act; (b) The Holder, by its acceptance hereof, agrees that prior the Company is under no obligation to register or facilitate any transfer of this Warrant or resale of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act)Preferred Shares, the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the CompanyConverted Preferred Shares, the Holder shall be entitled to transfer this Warrants or the Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. Shares; and (c) Each certificate representing Warrant certificates evidencing the Preferred Shares issued upon exercise or exchange of this Warrant and instruments evidencing the Warrants shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states legends thereon noting such legend is not requiredrestrictions on transfer as follows: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER WITH THE SECURITIES ACT AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT ANY STATE IN RELIANCE UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. The Subscriber further agrees that all or some of the Converted Preferred Shares and the Warrant Shares, as applicable, upon issuance whether in certificated form or in book-entry form (by the Company’s transfer agent and registrar for its common stock under The Direct Registration System) may be subject to such restrictions on transfer and, to the extent so, shall be encumbered by stop transfer orders and restrictive legends, as applicable.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained Investor, by acceptance of the Registrable Securities, agrees to comply in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance all respects with the provisions of the Securities Act and applicable state law in respect this Section 2.6. Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the transfer Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of to take and hold such Restricted Securities subject to, and to be bound by, the Holder’s counsel terms and conditions set forth in this Agreement, including, without limitation, this Section 2.6, and: (as such opinion and such counsel are described i) There is then in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act has become effective or after a sale of covering such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under proposed disposition and the Securities Act.disposition is made in accordance with the registration statement; or (bii) The Holder, by its acceptance hereof, agrees that Investor shall have given prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its Investor’s intention to effect make such transferdisposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, together with an opinion and such disposition will not require registration of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration Restricted Securities under the Securities Act. Upon delivery It is agreed that the Company will not require opinions of such notice and opinion counsel for transactions made pursuant to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares Rule 144 except in accordance with the intended method of disposition specified in the notice to the Companyunusual circumstances. (cb) Each certificate representing Warrant Shares issued upon exercise or exchange Registrable Securities shall (unless otherwise permitted by the provisions of this Warrant shall bear Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend, unless the opinion of counsel referred (in addition to in Section 4(b) states such any legend is not required: “required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE TRANSFERRED OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT UPON DELIVERY AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE COMPANY ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THE ISSUER THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933LAWS. Investor consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 2.6. (c) The legend referring to federal and state securities laws identified in Section 2.6(b) hereof stamped on a certificate evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities if (i) such securities are registered under the Securities Act, AS AMENDEDor (ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of the securities may be made without registration or qualification.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary8.1 The Holder, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4by acceptance hereof, which conditions are intendedagrees that, among other things, to insure compliance absent an effective registration statement filed with the provisions of SEC under the Securities Act and applicable state law in respect of 1933 Act, covering the transfer disposition or sale of this Warrant or the Common Stock issued or issuable upon exercise hereof or the Common Stock issuable upon conversion thereof, as the case may be, and registration or qualification under applicable state securities laws, such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant sell, transfer, pledge, or hypothecate any or all such Warrants or Common Stock, as the related Warrant Shares prior to delivery to case may be, unless either (i) the Company of has received an opinion of the Holder’s counsel (as such opinion counsel, in form and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be substance reasonably acceptable satisfactory to the Company, to the effect that such registration is not required in connection with such disposition or (ii) the proposed sale of such securities is made pursuant to SEC Rule 144 or pursuant to some other applicable exemption from registration. 8.2 In addition to the foregoing restrictions on transfer, this Warrant may not be transferred by the Holder without the prior written consent of the Company, which consent may not be unreasonably withheld. In the event of a transfer to which the Company has previously consented in writing, this Warrant and all rights hereunder may be transferred by the Holder upon delivery of the form of Assignment attached hereto as Exhibit 2 (the “Assignment”), duly executed by the Holder, surrender of this Warrant properly endorsed at the address of the Company set forth herein and payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any partial transfer, the Holder and Company will cause to be issued and delivered to the Holder a new Warrant or Warrants with respect to the portion of this Warrant not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however that until a transfer of this Warrant and/or such Warrant Shares may be effected without registration under is duly registered on the Securities Act. Upon delivery books of such notice and opinion to the Company, the Company may treat the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with hereof as the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”owner for all purposes

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to Purchaser understands and agrees that the contraryStock it will be acquiring has not been registered under the Securities Act of 1933 (the "Securities Act"), this Warrant and that, accordingly, the related Warrant Shares shall Stock will not be transferable except pursuant to the proviso as permitted under various exemptions contained in the following sentence Securities Act, or upon satisfaction of the conditions specified registration and prospectus delivery requirements of the Securities Act. Purchaser acknowledges that it must bear the economic risk of its investment in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions Stock for an indefinite period of time because the Stock has not been registered under the Securities Act and applicable state law in respect of the transfer of this Warrant therefore cannot be sold unless they are subsequently registered or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until exemption from registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actis available. (b) The Holder, by its acceptance hereof, Purchaser agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than with Issuer as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.follows: (ci) Each The certificates evidencing the shares of Stock it has agreed to purchase, and each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall in transfer thereof, will bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY TO UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES OR THE COMPANY OF RECEIVES AN OPINION OF COUNSEL (WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION UNDER THE SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF 1933SUCH ACT." (ii) The certificates representing the Shares and each certificate issued in transfer thereof, AS AMENDEDwill also bear any legend required under any applicable state securities laws.” (iii) Absent an effective registration statement under the Securities Act covering the disposition of the Company's securities acquired by Purchaser, Purchaser will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of such securities without first providing the Issuer with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Issuer) that such disposition is exempt from the registration and prospectus delivery requirements of the Securities Act and has been registered or qualified under (or is exempt from the registration and qualification requirement of) any applicable state securities laws.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall The Trust Certificates may not be transferable offered or sold except to institutional “accredited investors” (as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act) who are U.S. Persons (as defined in Section 7701(a)(30) of the Code) in reliance on an exemption from the registration requirements of the Securities Act. The Trust Certificates have not been registered or qualified under the Securities Act, or any state securities law. No transfer, sale, pledge or other disposition of any Trust Certificate shall be made unless such disposition is made pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of an effective registration statement under the Securities Act and effective registration or qualification under applicable state law securities laws, or is made in respect of a transaction which does not require such registration or qualification. In the event that a transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees is to be made in reliance upon an exemption from the Securities Act, the Delaware Trustee may require, in order to assure compliance with the Securities Act, that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery Certificateholder’s prospective transferee certify to the Company Delaware Trustee in writing the facts surrounding such disposition. Unless the Delaware Trustee requests otherwise, such certification shall be substantially in the form of Exhibit B hereto. In the event that such certification of facts does not on its face establish the availability of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 exemption under the Securities Act, the Delaware Trustee may require an opinion of counsel satisfactory to it that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Delaware Trustee or of the Trust. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to Each Trust Certificate will bear a registration under the Securities Act), the Holder will give written notice legend substantially to the Company of its intention to effect such transferfollowing effect: ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the CompanyBY PURCHASING THIS TRUST CERTIFICATE, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the CompanyAGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the CompanyPLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1)-(3) or (7) UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. (c) Each certificate representing Warrant Shares issued upon exercise No purported transfer of a Trust Certificate or exchange any interest therein shall be valid if immediately thereafter there would be more than 100 beneficial owners of Trust Certificates, taking into account the provisions of Treasury Regulation 1.7701-1(h). Any transfer which would violate the restrictions of this Warrant Section 3.01(c) shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDbe void ab initio.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to Upon original issuance by the contraryCompany, this Warrant and until such time as the related Warrant Shares shall not be transferable except pursuant to same is no longer required under the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions applicable requirements of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice Notes (and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares all securities issued in accordance with the intended method of disposition specified exchange therefor or in the notice to the Company. (csubstitution thereof) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES NOTE EVIDENCED BY THIS CERTIFICATE HAVE HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO, REGISTRATION. UNLESS THE SHARES OF COMMON STOCK HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, A HOLDER OF THIS NOTE WILL BE TRANSFERRED EXCEPT UPON DELIVERY ABLE TO EXERCISE THE CONVERSION RIGHT ONLY IF THE HOLDER CERTIFIES THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" OR AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED BELOW. THE HOLDER OF THIS NOTE, BY ITS ACQUISITION HEREOF, AGREES THAT IT WILL NOT, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH SECURITY), RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO THE COMPANY, OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN OPINION INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF COUNSEL SATISFACTORY THE NOTE 18 EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRUSTEE OR SUCCESSOR TRUSTEE, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES IN FORM AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND SUBSTANCE WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED XXXXXX IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY, OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS EXEMPT BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY, OR THE SHARES OF COMMON STOCK ISSUED UPON CONVERSION THEREOF, AFTER THE EXPIRATION OF TWO YEARS FROM REGISTRATION THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT OF 1933ACT. Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, AS AMENDEDthe Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security.”

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to make any provisions contained disposition of all or any portion of the Registrable Securities unless and until: (i) There is then in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained effect a registration statement or such Holder sells such securities in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares Rule 144 under the Securities Act has become effective or after covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) Such Holder shall have notified the Company in writing of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise shall (unless otherwise permitted by the provisions of the Agreement) (a) be stamped or exchange of this Warrant shall bear otherwise imprinted with a legend substantially similar to the following legend, unless the opinion of counsel referred (in addition to in Section 4(b) states such any legend is not required: “required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR HYPOTHECATION OR (ii) SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT.” (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend, or if the securities are to be sold pursuant to an effective registration statement or Rule 144 under the Securities Act. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Restrictions on Transfer. (a) Notwithstanding any provisions contained Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Warrant Section 4.3(a) to bear the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified legend set forth in this Section 4, which conditions are intended, among other things, 4.3(a) (the “Restricted Securities”) shall be subject to insure compliance with the provisions restrictions on transfer set forth in this Section 4.3(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Securities Act Company, and applicable state law the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in respect this Section 4.3(a), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the transfer holding period applicable to sales of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(bRestricted Securities under Rule 144(k) hereof) or until registration of such Warrant Shares under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has become been sold pursuant to a registration statement that has been declared effective or after a sale under the Securities Act (and which continues to be effective at the time of such Warrant transfer) or Warrant Shares has been consummated sold pursuant to Rule 144 under the Securities Act. (b) The HolderAct or any similar provision then in force, or unless otherwise agreed by its acceptance hereofthe Company in writing, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give with written notice thereof to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredTrustee: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OFFERED OR SOLD EXCEPT UPON DELIVERY AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), IS AWARE THAT THE TRANSFER TO IT IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THIS SECURITY IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH THE COMPANY OR AN OPINION AFFILIATE THEREOF WAS THE OWNER OF COUNSEL SATISFACTORY IN FORM THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBSTANCE SUBMIT THIS SECURITY TO IT THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY OR THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS EXEMPT FROM BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF 1933THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE LAST DATE ON WHICH THE COMPANY OR AN AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY. THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, AS AMENDEDBY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Securities Registrar in accordance with the provisions of this Section 4.3, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 4.3(a). If such Restricted Security surrendered for exchange is represented by a Global Note bearing the legend set forth in this Section 4.3(a), the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the legend set forth in this Section 4.3(a) shall be increased by an equal principal amount. If a Global Note without the legend set forth in this Section 4.3(a) is not then Outstanding, the Issuer shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. In the event Rule 144(k) under the Securities Act (or any successor provision) is amended to shorten the two year period under Rule 144(k), then, the references in the restrictive legends set forth above to “TWO YEARS,” and in the corresponding transfer restrictions described above, and in the Notes will be deemed to refer to such shorter period, from and after receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel to that effect. As soon as reasonably practicable after the Company knows of the effectiveness of any such amendment to shorten the two year period under Rule 144(k), unless such changes would otherwise be prohibited by, or would otherwise cause a violation of, the federal securities laws applicable at the time, the Company will provide to the Trustee an Officers’ Certificate and an Opinion of Counsel as to the effectiveness of such amendment and the effectiveness of such change to the restrictive legends and transfer restrictions.” (b) Any Restricted Securities, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate and will be surrendered to the Trustee for cancellation. Upon expiration of the holding period applicable to Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), the Notes may, to the extent permitted by applicable law, be reissued or sold or may be surrendered to the Trustee for cancellation. Any Notes surrendered for cancellation may not be reissued or resold and will be canceled promptly by the Trustee. (c) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this instrument or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this instrument, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to 2.1 The Holder understands that the contraryNew Note, this Warrant and the related Warrant Shares shall not (the “Securities”) will be transferable except pursuant to "restricted securities" within the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions meaning of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares Rule 144 promulgated under the Securities Act has become effective of 1933, as amended (the "Act") and understands and agrees that the Securities will not be transferred, offered or after sold by or on behalf of the Holder in the United States or to a U.S. Person unless they are at the time registered for sale of such Warrant under the Act or are sold pursuant to an exemption from registration pursuant to any applicable exemption from registration under the Act. The Holder agrees not to engage in any hedging activities with respect to the Warrant Shares has been consummated pursuant to Rule 144 under unless such activities are in compliance with the Securities Act. (b) 2.2 The HolderHolder understands that the New Notes, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of Warrants and the related certificates representing the Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant will bear a restrictive legend thereon that is substantially similar to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED EXCEPT UPON OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT THE COMPANY THAT SUCH TRANSFER OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION IN COMPLIANCE WITH THE SECURITIES ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT OF 1933ACT” 2.1 The Securities will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the Securities so legended. 2.2 The Holder understands that the Company will direct the transfer agent for the Common Stock to place a stop transfer instruction against the certificate(s) representing the Warrant Shares and will instruct the transfer agent to refuse to effect any transfer thereof in the absence of a registration statement declared effective by the Securities and Exchange Commission ("SEC") with respect to the Warrant Shares or a favorable opinion of counsel, AS AMENDEDsatisfactory to the Company, that such transfer is exempt from registration under the Act and any other applicable state securities laws ("Other Securities Laws").” 2.3 The Holder understands that, except as otherwise provided herein, Holder has no rights whatsoever to request, and that the Company is under no obligation whatsoever to furnish, a registration of the Securities under the Act or any Other Securities Laws.

Restrictions on Transfer. Each Purchaser (and each transferee, successor or assign of a Purchaser) further agrees that (a) Notwithstanding any provisions contained it will not offer, sell or otherwise dispose of the Series B Preferred (of the Common Stock in to which the Series B Preferred may be converted), unless such offer, sale or other disposition is effected in accordance with the terms of this Warrant to the contrary, this Warrant Agreement and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence Registration Rights Agreement and such offer, sale or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of disposition is (i) registered under the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel securities laws, (as such opinion and such counsel are described in Section 4(bii) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under of the Securities Act. Act of 1933, or (biii) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together in compliance with an opinion of counsel to such counsel for Purchaser delivered to the Holder as shall be Company and reasonably acceptable to the Company, Company and its counsel to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under offer, sale or other disposition thereof does not violate the Securities Act. Upon delivery of such notice Act or applicable state securities laws, and opinion to (b) the Company, certificate(s) representing the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with Series B Preferred (and any Common Stock into which the intended method of disposition specified in the notice to the Company. (cSeries B Preferred maybe converted) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear legends in substantially the following legendform: THE TRANSFER AND VOTING OF THESE SHARES IS SUBJECT TO THE TERMS OF A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 29, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “1995, A PREFERRED STOCKHOLDERS' SALES AGREEMENT DATED AS OF SEPTEMBER 29, 1995 AND A STOCKHOLDERS' AGREEMENT DATED AS OF SEPTEMBER 29, 1995, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933OFFERED, AS AMENDEDSOLD OR OTHERWISE Upon request of a Purchaser or other person who in accordance with the provisions of this SECTION 7.7 becomes a holder of Series B Preferred (or the Common Stock into which the Series B Preferred has been converted), the Company shall remove the legend set forth in the second paragraph above from the certificates evidencing such Series B Preferred or Common Stock or issue to such holder new certificates evidencing such Series B Preferred or Common Stock free of such legend, if such request is accompanied by an opinion of counsel, reasonably satisfactory to the Company and its counsel, to the effect that such Series B Preferred or Common Stock, as applicable, is not required by the Securities Act or other applicable law to continue to bear the legend or a legend similar thereto.”

Restrictions on Transfer. The Purchasers agree that (a) Notwithstanding they will not offer, sell, transfer, give, pledge, hypothecate or otherwise dispose of the Series A Preferred Stock (or the Common Stock into which it may be converted) or make any provisions contained in this Warrant attempt to do the contraryforegoing unless such offer, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence sale, transfer, gift, pledge, hypothecation or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of disposition is (i) registered under the Securities Act and any applicable state law securities law, or (ii) in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together compliance with an opinion of such counsel for to the Holder as shall be Purchasers, delivered to the Company and reasonably acceptable to counsel for the Company, to the effect that such offer, sale, pledge, hypothecation or other disposition thereof does not violate the proposed transfer of this Warrant and/or such Warrant Shares Securities Act or applicable state securities law, and (b) the certificate(s) representing the Series A Preferred Stock (and any Common Stock into which it may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (cconverted) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to a legend stating in Section 4(b) states such legend is not requiredsubstance: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY NOT BE TRANSFERRED OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE COMPANY OF ACT AND SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER THE COUNSEL FOR THIS CORPORATION, IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933AVAILABLE. Upon request of a holder of Series A Preferred Stock (or the Common Stock into which it has been converted), AS AMENDEDthe Company shall remove the legend set forth above from the certificates evidencing such Series A Preferred Stock or Common Stock or issue to such holder new certificates therefor free of such legend, if with such request the Company shall have received an opinion of counsel selected by the holder and reasonably satisfactory to the Company, in form and substance reasonably satisfactory to the Company, to the effect that such Series A Preferred Stock or Common Stock is not required by the Securities Act to continue to bear the legend.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to The securities of Winco that the contraryBPI Shareholders will acquire have not been registered under the Securities Act of 1933, this Warrant and as amended (the related Warrant Shares shall "Securities Act") and, accordingly, such securities will not be fully transferable except pursuant to the proviso as permitted under various exemptions contained in the following sentence Securities Act or upon satisfaction of the conditions specified registration and prospectus delivery requirements of the Securities Act. The BPI Shareholders must bear the economic risk of his investment in this Section 4, which conditions such securities for an indefinite period of time as such securities have not been registered under the Securities Act and therefore cannot be sold unless they are intended, among other things, to insure compliance with the provisions subsequently registered or an exemption from registration is available. The BPI Shareholders are Accredited Investors as defined under Rule 501(a) of the Securities Act and applicable state law are acquiring the securities for investment purposes only, for their own account, and not as nominee or agent for any other person, and not with the view to, or for resale in respect connection with, any distribution thereof within the meaning of the transfer of this Warrant or such Warrant SharesSecurities Act. The Holder by acceptance of this Warrant agrees It is understood that the Holder will not transfer this Warrant or the related Warrant Shares prior securities of Winco to delivery be delivered to the Company of BPI Shareholders may be transferred pursuant to an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until effective registration of such Warrant Shares statement under the Securities Act has become effective or after and nothing herein shall preclude the filing of a sale of such Warrant or Warrant Shares has been consummated pursuant registration statement subsequent to Rule 144 under the Securities ActClosing Date for a registration regarding these securities. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer certificates evidencing the securities of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or Winco he will acquire pursuant to a registration under the Securities Act)this Agreement, the Holder and each instrument or certificate issued in transfer thereof, will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. IF THE SECURITIES ARE TO BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION THE COMPANY OF CORPORATION MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THE ISSUER STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION UNDER THE AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND WILL NOT VIOLATE SUCH ACT OR ANY OTHER APPLICABLE SECURITIES ACT OF 1933, AS AMENDEDLAWS.” (c) Each BPI Shareholder understands a notation on the records of Winco and its transfer agent will be made in order to implement the restrictions on transfer set forth in this Section 5.6.

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to offer, sell, transfer, pledge, assign, hypothecate or otherwise dispose of all or any provisions contained portion of its Registrable Securities unless and until the transferee has agreed in this Warrant to writing for the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions benefit of the Securities Act and applicable state law in respect of Company to be bound by the transfer terms of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel Agreement and; (as such opinion and such counsel are described i) There is then in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act has become effective or after covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Such Holder shall have (A) notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (B) furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 shares under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant Registrable Securities shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”) OR APPLICABLE STATE “BLUE SKY” OR SECURITIES LAWS (“STATE LAWS”), AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE LAWS OR (ii) THE COMPANY OF SHALL HAVE RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY IN FORM TO THE COMPANY AND SUBSTANCE TO IT ITS COUNSEL, THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933NOT REQUIRED. (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel at such Holder’s expense (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, AS AMENDEDqualification or legend; (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.”

Restrictions on Transfer. THE HOLDER HEREOF MAY NOT SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF THIS DEBENTURE EXCEPT BY (aI) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant SharesWILL OR THE LAWS OF DESCENT AND DISTRIBUTION OR (ii) A PLEDGE OF THIS DEBENTURE TO A LENDER AS SECURITY FOR LOANS TO PROVIDE ALL OR A PART OF THE FINANCING TO PURCHASE THIS DEBENTURE. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT. NO TRANSFER OF THIS DEBENTURE (OR OF THE SERIES A PREFERRED STOCK INTO WHICH THIS DEBENTURE MAY BE CONVERTIBLE OR OF THE COMMON STOCK INTO WHICH SUCH SERIES A PREFERRED STOCK MAY BE CONVERTIBLE) SHALL BE PERMITTED UNTIL THE TRANSFEROR SHALL HAVE COMPLIED WITH ALL RESTRICTIONS ON TRANSFER SET FORTH HEREIN AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY SUCH SECURITIES HAVE BEEN REGISTERED UNDER SUCH ACTS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A FAVORABLE OPINION FROM THE COMPANY’S LEGAL COUNSEL, OR FROM LEGAL COUNSEL ACCEPTABLE TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE COMPANY, TO IT THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933SUCH ACT. If this Debenture shall be sold, AS AMENDEDassigned, transferred, pledged, hypothecated or otherwise disposed of otherwise than in accordance herewith, such sale, assignment, transfer, pledge, hypothecation or other disposition shall be void, and the Company and any Debenture registrar shall not register any such sale, assignment, transfer, pledge, hypothecation or other disposition. Subject to the restrictions on transfer set forth herein, upon due presentment for registration of transfer of any Debenture at the principal office of the Company in Houston, Texas, the Company shall register and execute and deliver in the name of the transferee or transferees a new Debenture or Debentures for a like aggregate principal amount of authorized denominations. All Debentures presented or surrendered for exchange, registration of transfer, redemption, conversion or payment shall (if so required by the Company) be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by the holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Debentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to The certificates representing the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Executive Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THEREUNDER. THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN (I) AN EXECUTIVE STOCK AGREEMENT AMONG MWI VETERINARY SUPPLY CO., MWI HOLDINGS, INC. (THE "HOLDING COMPANY") AND [Executive] DATED AS OF 1933JUNE 18, 2002, AND (II) A STOCKHOLDERS AGREEMENT AMONG THE HOLDING COMPANY AND ITS STOCKHOLDERS DATED AS AMENDEDOF JUNE 18, 2002, IN EACH CASE AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF EACH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE HOLDING COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”" (b) No holder of Executive Securities may sell, transfer or dispose of any Executive Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Holding Company an opinion of counsel (reasonably acceptable in form and substance to the Holding Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. (c) Notwithstanding anything herein to the contrary, Executive agrees that Executive and his Permitted Transferees shall not transfer any shares of Common during any "lock-up period" imposed on executives of the Company and certain other affiliates by the underwriters underwriting the Initial Public Offering.

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to make any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence disposition of all or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions any portion of the Shares or Registrable Securities Act unless and applicable state law until: (i) there is then in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) The transferee has become effective or after agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 shares under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange Registrable Securities shall (unless otherwise permitted by the provisions of this Warrant shall bear the Agreement) be stamped or otherwise imprinted with legends substantially similar to the following legend, unless the opinion of counsel referred (in addition to any legend required under applicable state securities laws or as provided elsewhere in Section 4(b) states such legend is not required: “this Agreement): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY OF HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM TO THE COMPANY AND SUBSTANCE TO IT ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER OF THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF 1933, AS AMENDEDA CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. The foregoing legends shall be removed from the Certificates representing any Shares or Registrable Securities at the request of the Holder thereof at such time as such Shares or Registrable Securities become registered under the Securities Act or such Shares or Registrable Securities become eligible for resale pursuant to Rule 144(k) under the Securities Act.”

Restrictions on Transfer. (a) Notwithstanding Each of Creditanstalt and its Affiliates who are issued Warrants pursuant to this Agreement (i) represents that it is acquiring the Warrants for its own account for investment and not with a view to any provisions contained distribution or public offering within the meaning of the Securities Act, except in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except any case pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrants or Warrant Shares under the Securities Act has become effective or after pursuant to a sale valid exemption from such registration requirement, (ii) acknowledges that the Warrants and the Warrant Shares issuable upon exercise thereof have not been registered under the Securities Act and (iii) agrees that it will not sell or otherwise transfer any of such Warrant its Warrants or Warrant Shares has been consummated pursuant except upon the terms and conditions specified herein and that it will cause any transferee thereof to Rule 144 agree to take and hold the same subject to the terms and conditions specified herein, provided that the Warrant Holders may sell the Warrants or the Warrant Shares purchased upon exercise of the Warrants and issued on conversion of the Series B Preferred Stock in one or more private transactions not requiring registration under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Except as provided in subsection 14(d) hereof each Warrant or of Certificate and each certificate for the related Warrant Shares (other than as permitted by Section 4(a) hereof issued to Creditanstalt or an Affiliate thereof or to a subsequent transferee thereof pursuant to subsection 14(c) shall include a legend in substantially the following form (with such changes therein as may be appropriate to reflect whether such legend refers to Warrants or Warrant Shares), provided that such legend shall not be required if such transfer is being made in connection with a sale which is exempt from registration pursuant to Rule 144 under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise Act or exchange of this Warrant shall bear the following legend, unless if the opinion of counsel referred to in Section 4(bsubsection 14(c) states is to the further effect that neither such legend is not requirednor the restrictions on transfer in this Section 14 are required in order to ensure compliance with the Securities Act: “THE SECURITIES EVIDENCED WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE SECOND AMENDED AND RESTATED WARRANT AGREEMENT, DATED AS OF NOVEMBER 17, 1995 BETWEEN THE ISSUER AND CREDITANSTALT AMERICAN CORPORATION, A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM HOLDER HEREOF UPON WRITTEN REQUEST AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933WITHOUT CHARGE. (c) Prior to or promptly after any assignment, AS AMENDEDtransfer or sale of any Warrant or any Warrant Shares (other than a transfer among Creditanstalt and/or its Affiliates), the holder thereof shall give written notice to the Issuer of such holder's intention to effect such assignment, transfer or sale, which notice shall set forth the date of such proposed assignment, transfer or sale and the identity of the proposed transferee. Each holder wishing to effect such a transfer of any Warrant or Warrant Shares shall also furnish to the Issuer an agreement by the transferee thereof that it is taking and holding the same subject to the terms and conditions specified herein and, unless the transferee is an Affiliate of such holder, a written opinion of such holder's counsel, in form reasonably satisfactory to the Issuer, to the effect that the proposed transfer may be effected without registration under the Securities Act.” (d) The restrictions set forth in this Section l4 shall terminate and cease to be effective with respect to any Warrants or Warrant Shares which are registered under the Securities Act or upon receipt by the Issuer of an opinion of counsel, in form reasonably satisfactory to the Issuer, to the effect that compliance with such restrictions is not necessary in order to comply with the Securities Act with respect to the transfer of the Warrants and the Warrant Shares; provided, however, that after three (3) years from the date of issuance of any Warrants, such restrictions will automatically terminate (without the necessity of any opinion of counsel) as to such Warrants and as to any Warrant Shares issued in respect of such Warrants upon exercise of the Conversion Right set forth in subsection 6(b) above. Whenever such restrictions shall so terminate the holder of such Warrants and/or Warrant Shares shall be entitled to receive from the Issuer, without expense (other than transfer taxes, if any), Warrant Certificates or certificates for such Warrant Shares not bearing the legend set forth in subsection 14(b) at which time the Issuer will rescind any transfer restrictions relating thereto. (e) With a view to making available to Creditanstalt and its Affiliates and subsequent holders of the Warrant Shares the benefits of certain rules and regulations of the Securities and Exchange Commission (including, without limitation, Rules 144 and 144A under the Securities Act) which may permit the sale of Warrants and Warrant Shares to the public or certain other institutions without registration, the Issuer agrees to take any and all such actions as may be required of it to make available to Creditanstalt and its Affiliates and such subsequent holders such benefits, including without limitation, to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act or any successor provision thereto from and after the date the Issuer first becomes subject to the provisions of Section 13 or 15(d) of the Exchange Act; (ii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act from and after the date the Issuer first becomes subject to the provisions of Section 13 or 15(d) of the Exchange Act; and (iii) so long as Creditanstalt or an Affiliate thereof owns any Warrants or Warrant Shares furnish to Creditanstalt forthwith upon request a written statement by the Issuer as to its compliance with the reporting requirements of Rule 144 or any successor provision thereto, and of the Securities Act and the Exchange Act, (to the extent not previously furnished to Creditanstalt under subsection 13(d)) a copy of the most recent annual or quarterly report of the Issuer filed with the Commission, in each case from and after the date the Issuer first becomes subject to the provisions of Section 13 or 15(d) of the Exchange Act, and such other reports and documents of the Issuer and other information in the possession of or reasonably obtainable by the Issuer as Creditanstalt and its Affiliates and subsequent holders of the Warrants may reasonably request in availing itself of any rule or regulation of the Commission allowing Creditanstalt and its Affiliates and subsequent holders of the Warrants to sell any such securities without registration.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant The Warrants and the related Warrant Shares shall or other securities issuable upon exercise of the Warrants may not be transferable except pursuant to sold or otherwise transferred unless either (1) such transaction first shall have been registered under the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities 1933 Act and any applicable state or other securities law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to (ii) the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has first shall have been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together furnished with an opinion of such legal counsel for the Holder as shall be or other evidence, in either case reasonably acceptable satisfactory to the Company, to the effect that such transaction is exempt from the proposed transfer registration requirements of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice 1933 Act and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Companyany applicable state or other securities law. (cb) Each certificate representing Warrant Shares issued evidencing securities issuable upon exercise or exchange of this a Warrant shall bear a legend substantially in the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE HEREBY WERE ACQUIRED IN A TRANSACTION THAT WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND OR ANY STATE OR OTHER SECURITIES LAW. THE HOLDER HEREOF, BY ACQUIRING THIS INSTRUMENT, AGREES FOR THE BENEFIT OF BENTLEY SYSTEMS, INCORPORATED (THE "COMPANY") THAT THE SECURITIES EVIDENCED HEREBY MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY ONLY (A) (1) PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDEDOR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) PURSUANT TO AN AVAILABLE EXEMPTION OR EFFECTIVE REGISTRATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAW. Notwithstanding the foregoing, such legend shall not be placed on any such certificate or shall be removed from any such certificate (i) at the request of the holder thereof, if such holder shall be entitled to sell the securities to be evidenced or evidenced thereby in accordance with Rule 144(k) under the 1933 Act, or (ii) if the holder thereof is selling the securities to be evidenced or evidenced thereby in a registered public offering in accordance with Section 8.”

Restrictions on Transfer. (a) Notwithstanding Each Holder of a Warrant Certificate evidencing Original Restricted Warrants, by accepting the same, agrees not to sell, assign, transfer or pledge any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable Original Restricted Warrants or any Common Stock issued upon any exercise of any such Original Restricted Warrants (collectively “Restricted Securities”) except pursuant to the proviso contained in the following sentence or upon satisfaction of the conditions specified in this Section 42.4, which conditions are intended, among other things, intended to insure ensure compliance with the provisions of the Securities Act and applicable state law in respect Act. The holders of the transfer Restricted Securities will cause any proposed purchaser, assignee, transferee or pledgee of this Warrant or the Restricted Securities to agree to take and hold such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery securities subject to the Company of an opinion of the Holder’s counsel (as such opinion provisions and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition conditions specified in the notice to the Company. (c) this Section 2.4. Each certificate representing Warrant Shares issued upon exercise Restricted Securities shall be stamped or exchange of this Warrant shall bear otherwise imprinted with a legend in the following legend, unless the opinion of counsel referred form (in addition to in Section 4(b) states such any legend is not required: required under applicable state securities laws): “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT, AND SUCH STATE LAW, OR THE COMPANY RECEIVES A WRITTEN OPINION OF LEGAL COUNSEL (WHO SHALL BE, AND WHOSE LEGAL OPINION SHALL BE, REASONABLY SATISFACTORY TO THE COMPANY) ADDRESSED TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THE TRANSFERABILITY OF THIS SECURITY IS ALSO SUBJECT TO RESTRICTIONS CONTAINED IN THE WARRANT AGREEMENT, DATED AS OF MARCH 15, 2010, BETWEEN THE COMPANY AND A WARRANT AGENT, WHICH WARRANT AGREEMENT THE COMPANY WILL FURNISH TO THE HOLDER HEREOF UPON REQUEST.” (b) The Holders of any Restricted Securities and the holders of Common Stock constituting Restricted Securities will cause any proposed purchaser, assignee, transferee or pledgee of Restricted Securities to agree to take and hold such securities subject to the provisions and conditions specified in this Section 2.4 and Section 3.2(a). (c) The holder of each certificate representing Restricted Securities, by accepting the same, agrees to comply in all respects with the provisions of this Section 2.4. Prior to any proposed transfer (including any transfer by means of exercising Original Restricted Warrants in such a manner as to cause the Common Stock to be registered in the name of another holder), sale, assignment or pledge of any such Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, sale, assignment or pledge the holder thereof shall give written notice to the Company of such holder’s intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail and shall be accompanied, at such holder’s expense, by a written opinion of legal counsel (who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company) addressed to the Company to the effect that the proposed transfer of the securities may be effected without registration under the Securities Act. (d) The legend specified in Section 2.4(a) shall also be placed on all certificates issued upon registration of transfer of, or in exchange for, or in lieu of, any certificates bearing the legend set forth in Section 2.4(a), except if such transfer is made pursuant to an effective registration statement or Rule 144 or if the holder (at such holder’s expense) shall deliver a written opinion of legal counsel (who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company) addressed to the Company to the effect that such legend set forth in Section 2.4(a) is not required in order to establish compliance with any provision of the Securities Act. (e) The following legend shall be placed by the Warrant Agent on all Warrant Certificates issued upon original issuance and as to which the Company has made a request for the placement of such legend thereon pursuant to Section 2.3(d) and on all Warrant Certificates subsequently issued under this Agreement upon registration of transfer of, or in exchange for, or in lieu of, any Warrant Certificates bearing such legend: “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”

Restrictions on Transfer. (a) Notwithstanding any provisions contained Except as provided in this Warrant to the contrary------------------------ Section 2.4, this Warrant and the related Warrant Shares Maytag shall not be transferable except pursuant to sell, pledge, transfer or assign any Acquired TurboChef Common Stock, and TurboChef shall not sell, pledge, transfer or assign any Acquired Maytag Common Stock, for a period of 180 days after the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer date of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities ActAgreement. (b) The HolderSubject to subsections (c), by its acceptance hereof(e) and (f) below, agrees that prior (i) TurboChef may sell, pledge, transfer or assign up to 50% of the total number of shares of Acquired Maytag Common Stock at any transfer time after the 180th day after the date of this Warrant or Agreement and (ii) on and after the second anniversary of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer date of this Warrant and/or such Warrant Shares Xxxxxxxxx, XxxxxXxxx may be effected without registration under sell, pledge, transfer or assign any shares of the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the CompanyAcquired Maytag Common Stock then owned by TurboChef. (c) Each certificate representing Warrant Shares issued upon exercise It shall be a condition to TurboChef's right to sell, pledge, transfer or exchange assign Acquired Maytag Common Stock during the period from and after the 180th day after the date of this Warrant shall bear Agreement to the second anniversary of the date of this Agreement that the following legendoccur: (i) TurboChef shall give written notice to Maytag should it desire to obtain additional financing for its business; such notice shall specify the amount and type of financing desired and the proposed uses of the proceeds thereof; (ii) within seven days of the receipt by Maytag of such notice, Maytag shall notify TurboChef in writing as to whether or not it desires to participate in such financing; if Maytag does not desire to so participate, TurboChef shall be entitled to sell, pledge, transfer or assign all or any portion of the Acquired Maytag Common Stock subject to subsections (e) and (f) below; (iii) If Maytag elects to participate in such financing, Maytag shall submit in writing to TurboChef its plan for such financing within seven days of such notice, including, the type of financing proposed by Maytag and the sources thereof; (iv) TurboChef shall advise Maytag in writing within seven days of its receipt of such plan as to whether or not such plan is acceptable to TurboChef; if TurboChef accepts such plan, Maytag and TurboChef shall each use their best efforts to consummate such financing, and TurboChef shall sell, pledge, transfer or assign no shares of the Acquired Maytag Common Stock unless such sale was part of such financing plan; and (v) If TurboChef rejects such plan and desires to sell, pledge, transfer or assign the Acquired Maytag Common Stock as the method of providing such financing, it shall notify Maytag in writing of such rejection and intention within seven days of its receipt of such plan and, subject to subsection (e) below and to Maytag's right of first refusal contained in subsection (f), it shall have the right to sell, pledge, transfer or assign the Acquired Maytag Common Stock. (d) Subject to subsections (e) and (f) below, Maytag shall have the right to sell that number of shares of the Acquired TurboChef Common Stock determined by multiplying the total number of shares of Acquired TurboChef Common Stock by a fraction, the numerator of which is the total number of shares of Acquired Maytag Common Stock sold by TurboChef pursuant to this Section 2.6 and the denominator of which is the total number of shares of Acquired Maytag Common Stock; provided that Maytag shall limit such sales to not more than 50,000 -------- shares of Acquired TurboChef Common Stock per month. (e) In no event shall any Acquired Maytag Common Stock or TurboChef Common Stock be sold, assigned or transferred by any party to this Agreement in violation of the Act or any applicable state securities or "Blue Sky" laws. Each party shall notify the other of any proposed sale, assignment or transfer and use its best efforts to arrange such sales so as not to disrupt the market for the securities being sold. (f) Neither TurboChef nor Maytag shall sell Acquired Maytag Common Stock or Acquired TurboChef Common Stock, as the case may be, unless it shall have first offered the opinion same to the other party in writing for cash at the Volume Weighted Average Price per share thereof (on the New York Stock Exchange, in the case of counsel referred Maytag, or on the NASDAQ National Market, in the case of TurboChef) for the two trading days prior to the date of such offer. The offeree shall have three business days to accept such offer in Section 4(b) states writing and such legend acceptance, if any, must be for the entire number of shares so offered. If such offer is so accepted, the offeror shall sell and transfer such shares to the offeree, and the offeree shall accept and pay for such shares, no later than the close of business on the second business day following the date of such written acceptance. If such offer is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933so accepted, AS AMENDEDthe offeror shall have the right to sell such shares in accordance with Section 2.5(b), AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED(d) and (e) for a period of 30 days after which such shares shall again be subject to this subsection (f).”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall The Debentures have not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares been registered under the Securities Act has become effective or after and, except in connection with a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, Registration Statement contemplated by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method terms of disposition specified in the notice Registration Rights Agreement relating to the Company. (c) Each certificate representing Warrant Shares issued upon exercise Debentures, may not be resold, pledged or exchange of this Warrant shall bear otherwise transferred except in compliance with the following legendrestricted securities legend set forth below, unless otherwise determined by the opinion Company, upon the advise of counsel referred to counsel, in Section 4(b) states such legend is not requiredaccordance with applicable law: “THE SECURITIES EVIDENCED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND OR UNDER THE PUERTO RICO UNIFORM SECURITIES ACT OR ANY OTHER STATE OR COMMONWEALTH OF PUERTO RICO SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF SANTANDER BANCORP THAT (a) THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY OTHER THAN (1) TO SANTANDER BANCORP OR A SUBSIDIARY THEREOF OR TO THE COMPANY TRUST, (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF AN OPINION RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE A QUALIFIED INSTITUTIONAL BUYER TO IT WHOM NOTICE IS GIVEN THAT SUCH THE RESALE, PLEDGE OR OTHER TRANSFER IS EXEMPT BEING MADE IN RELIANCE ON RULE 144A, (4) TO A "NON U.S. PERSON" IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF 1933SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (5) OR (6), TO THE RECEIPT BY SANTANDER BANCORP OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO SANTANDER BANCORP THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (7) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO IN THE AMENDED AND RESTATED DECLARATION OF TRUST AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO (COPIES OF WHICH MAY BE OBTAINED FROM SANTANDER BANCORP). THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS AMENDEDOF FEBRUARY 28, 2006 AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE DECLARATION TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”"

Restrictions on Transfer. (a) Notwithstanding any provisions contained Every Note (and all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Warrant Section 2.24(a) to bear the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified legend set forth in this Section 4, which conditions are intended, among other things, to insure compliance 2.24(a) (together with the provisions any Company Common Stock issued upon conversion of the Securities Act and applicable state law Notes, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in respect this Section 2.24(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that Company, and the Holder will not of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.24(a), the term “transfer” means any sale, pledge, loan, transfer this Warrant or other disposition whatsoever of any Restricted Security or any interest therein. Until the related Warrant Shares prior to delivery to the Company of an opinion expiration of the Holder’s counsel (as such opinion and such counsel are described in Section 4(bholding period applicable to sales of Restricted Securities under Rule 144(k) hereof) or until registration of such Warrant Shares under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has become been sold pursuant to a registration statement that has been declared effective or after a sale under the Securities Act (and which continues to be effective at the time of such Warrant transfer) or Warrant Shares has been consummated sold pursuant to Rule 144 under the Securities Act. (b) The HolderAct or any similar provision then in force, or unless otherwise agreed by its acceptance hereofthe Company in writing, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give with written notice thereof to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredTrustee: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON DELIVERY CONVERSION OF SUCH SECURITY EXCEPT (A) TO BRE PROPERTIES, INC. (THE “COMPANY”) OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH RESALE OR TRANSFER; AND (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(C) OR 1(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFER IS PURSUANT TO CLAUSE 1(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE OR THE TRUSTEE MAY REASONABLY REQUIRE TO IT CONFIRM THAT SUCH TRANSFER IS EXEMPT FROM BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT ACT. NO PROSPECTUS PURSUANT TO ARTICLE 3 OF 1933THE DIRECTIVE 2003/71/EC (THE “PROSPECTUS DIRECTIVE”) HAS BEEN PUBLISHED IN RELATION TO THE SECURITIES EVIDENCED HEREBY. ACCORDINGLY, AS AMENDEDTHE SECURITIES EVIDENCED HEREBY MAY NOT BE OFFERED TO THE PUBLIC (WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, EXCEPT THAT AN OFFER OF SECURITIES MAY BE MADE TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INVESTOR (WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE). Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Securities Registrar in accordance with the provisions of this Section 2.24, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.24(a). If such Restricted Security surrendered for exchange is represented by a global Note bearing the legend set forth in this Section 2.24(a), the principal amount of the legended global Note shall be reduced by the appropriate principal amount and the principal amount of a global Note without the legend set forth in this Section 2.24(a) shall be increased by an equal principal amount. If a global Note without the legend set forth in this Section 2.24(a) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended global Note to the Depositary.” (b) Any Restricted Securities, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate and will be surrendered to the Trustee for cancellation. Upon expiration of the holding period applicable Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), the Notes may, to the extent permitted by applicable law, be reissued or sold or may be surrendered to the Trustee for cancellation. Any Notes surrendered for cancellation may not be reissued or resold and will be canceled promptly by the Trustee. (c) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this instrument or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this instrument, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to make any provisions contained in this Warrant to disposition of all or any portion of the contrary, this Warrant Cayenta Shares or Registrable Securities unless and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance until: (i) It has complied with the provisions requirements of Section 5 hereof; (ii) There is then in effect a registration statement under the Securities Act covering such proposed disposition and applicable state law such disposition is made in respect of accordance with such registration statement; (A) The transferee has agreed in writing to be bound by the transfer terms of this Warrant or Agreement, (B) such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Holder’s counsel (as Company, that such opinion and such counsel are described in Section 4(b) hereof) or until disposition will not require registration of such Warrant Cayenta Shares under the Securities Act has become effective or after a sale Act. It is agreed that the Company will not require opinions of such Warrant or Warrant Shares has been consummated counsel for transactions made pursuant to Rule 144 except in unusual circumstances; or (iv) Notwithstanding the provisions of paragraphs (i), (ii) and (iii) above, Section 5 hereof shall not apply and no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder to the Holder's immediate family member or trust, limited liability company, partnership or other entity established for the benefit of an individual Holder or the Holder's immediate family members or to a Holder's employees provided that each such transferee is an accredited investor as defined in Regulation D under the Securities Act; PROVIDED that in each case the transferee will be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Cayenta Shares issued upon exercise or exchange Registrable Securities shall (unless otherwise permitted by the provisions of this Warrant shall bear the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend, unless the opinion of counsel referred (in addition to in Section 4(b) states such any legend is not required: “required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY OF HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY IN FORM TO THE COMPANY AND SUBSTANCE TO IT ITS COUNSEL THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933NOT REQUIRED. (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, AS AMENDEDqualification or legend.” (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. (e) Notwithstanding anything to the contrary set forth herein, each Holder agrees not to make any transfer or disposition of Cayenta Shares or Registrable Securities to any third party, government or administrative agency that in the reasonable judgment of Titan's board of directors could cause Titan to be debarred or otherwise precluded from engaging in its government contracts business. Any such attempted transfer or disposition shall be void and the Company agrees that it will not effect such a transfer nor will it treat such a transferee as the holder of such Cayenta Shares or Registrable Securities.

Restrictions on Transfer. Such Purchaser agrees that (a) Notwithstanding such Purchaser will not offer, sell, transfer, give, pledge, hypothecate or otherwise dispose of the Series A Preferred Stock (or the Common Stock into which it may be converted) or make any provisions contained in this Warrant attempt to do the contraryforegoing unless such offer, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence sale, transfer, gift, pledge, hypothecation or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of disposition is (i) registered under the Securities Act and any applicable state law securities law, or (ii) in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together compliance with an opinion of counsel to such counsel for Purchaser, delivered to the Holder as shall be Company and reasonably acceptable to counsel for the Company, to the effect that such offer, sale, pledge, hypothecation or other disposition thereof does not violate the proposed transfer of this Warrant and/or such Warrant Shares Securities Act or applicable state securities law, and (b) the certificate(s) representing the Series A Preferred Stock (and any Common Stock into which it may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (cconverted) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to a legend stating in Section 4(b) states such legend is not requiredsubstance: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY NOT BE TRANSFERRED OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE COMPANY OF ACT AND SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER THE COUNSEL FOR THIS CORPORATION, IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933AVAILABLE. Upon request of a holder of Series A Preferred Stock (or the Common Stock into which it has been converted), AS AMENDEDthe Company shall remove the legend set forth above from the certificates evidencing such Series A Preferred Stock or Common Stock or issue to such holder new certificates therefor free of such legend, if with such request the Company shall have received an opinion of counsel selected by the holder and reasonably satisfactory to the Company, in form and substance reasonably satisfactory to the Company, to the effect that such Series A Preferred Stock or Common Stock is not required by the Securities Act to continue to bear the legend.”

Restrictions on Transfer. With the exception of any transfer of the Issued Stock to an Affiliate of Seller which remains its Affiliate immediately after such transfer, Seller (and its transferee, successor or assign) agrees that (a) Notwithstanding any provisions contained it will not offer, sell or otherwise dispose of the Issued Stock, unless such offer, sale or other disposition is effected in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance accordance with the provisions terms of this Agreement or the Registration Agreement and such offer, sale or other disposition is (i) registered under the Securities Act and applicable state law in respect of the transfer of this Warrant securities laws or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a is exempt from registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together laws or (ii) in compliance with an opinion of such counsel for the Holder as shall be to Seller delivered to AmTec hereunder and reasonably acceptable to the Company, AmTec and its counsel to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under offer, sale or other disposition thereof does not violate the Securities Act. Upon delivery of Act or applicable state securities laws, and (b) the certificate(s) representing such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant common stock shall bear a legend in substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM UNLESS AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, DOES NOT VIOLATE THE PROVISIONS THEREOF OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF THE SECURITIES ACT OF 1933. Upon request of Seller or other person who in accordance with the provisions of this Section 5.10 becomes a holder of the Issued Stock, AS AMENDEDAmTec shall remove the legend set forth above from the certificates evidencing such Issued Stock or issue to such holder new certificates therefore free of such legend, if with such request AmTec shall have received an opinion of counsel that is reasonably acceptable to AmTec and its counsel to the effect that such Issued Stock, as applicable, is not required by the Securities Act or other applicable law to continue to bear the legend or a legend similar thereto. Notwithstanding the foregoing, Seller covenants and agrees not to transfer the Issued Stock prior to the third anniversary of the Closing; provided, however, that Seller may transfer such Issued Stock in whole or in part (i) after the first anniversary of the Closing and prior to such third anniversary in a transaction exempt from registration if the transferee thereof agrees to refrain from any public resale of such Issued Stock until such third anniversary, (ii) at any time in response to a tender offer by a third party (not an Affiliate of Seller) for shares of AmTec's common stock made in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereof and which would result in the acquirer in such tender offer obtaining, in the aggregate, 51% or more of AmTec's common stock, or (iii) at any time in a registered sale effected pursuant to a registration under the Securities Act.”

Restrictions on Transfer. (a) Notwithstanding In addition to any provisions contained in this Warrant to the contrarylegends required under state securities laws, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of each certificate representing the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance endorsed with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY IN THE ABSENCE OF SUCH REGISTRATION OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933OR COMPLIANCE WITH RULE 144 UNDER SUCH ACT. Upon the conversion of any of the Securities, AS AMENDEDunless the Company receives an opinion of counsel reasonably satisfactory to the Company to the effect that a transfer of the securities issuable upon conversion of the Securities (the “Conversion Stock”) may be made without registration, or unless such Conversion Stock is being disposed of pursuant to a registration under the Securities Act, substantially the same legend shall be endorsed on the certificate evidencing such Conversion Stock.” (b) Any legend endorsed on a certificate evidencing Securities pursuant to Section 6.2(a) hereof shall be removed, and the Company shall issue a certificate without such legend to the holder of the Securities, if the Securities are being disposed of pursuant to a registration under the Securities Act or if such holder provides the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that a transfer of the Securities may be made without registration. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for (i) a transfer by a Purchaser that 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, (ii) a transfer by a Purchaser that is an LLC to a member of such LLC or to the estate of any member, (iii) the transfer by gift, will or intestate succession of any Purchaser to his or her spouse or to the siblings, lineal descendants or ancestors of such Purchaser or his or her spouse, or a trust primarily for the benefit of such persons, (iv) the transfer by a Purchaser to a corporation, limited liability company or limited partnership, at least 80% of the equity interests of which are owned by such Purchaser if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder or (v) the transfer by a Purchaser to an affiliate of or successor trustee to such Purchaser; provided, that in each of the foregoing, such transfer is made in accordance with all applicable laws.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant The Investor understands and agrees that the Units to be acquired by it (including, individually, each of the contraryShares, this Warrant the Warrants and the related Warrant Shares shall Shares) have not, as of the date hereof, been registered under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, the Units (including, individually, each of the Shares, the Warrants and the Warrant Shares) will not be transferable except pursuant to the proviso in accordance with this Agreement and as may be permitted under various exemptions contained in the following sentence Securities Act or upon satisfaction of the conditions specified registration and prospectus delivery requirements of the Securities Act. The Investor acknowledges that it must bear the economic risk of its investment in this Section 4the Units for an indefinite period of time since none of the underlying shares of Common Stock, which conditions are intended, among other things, to insure compliance with the provisions of Warrants and the Warrant Shares have been registered under the Securities Act and applicable state law in respect therefore none of the transfer of this Warrant them can be sold unless they are subsequently registered or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until exemption from registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actis available. (b) The Holder, by its acceptance hereof, Investor agrees that prior with the Company that: (i) Subject to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act)4.2, the Holder will give written notice stock certificates evidencing the Shares it has agreed to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Companypurchase, the Holder shall be entitled to Warrant Shares, when and if issued, and each stock certificate issued in transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall thereof, will bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”) OR WITH ANY SECURITIES COMMISSION UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, AND OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE COMPANY OF ACT COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDEDACT.” (ii) The stock certificates representing such Shares and Warrant Shares and each stock certificate issued in transfer thereof, will also bear any legend required under any applicable state securities law. (iii) Absent an effective registration statement under the Securities Act covering any proposed disposition of Units or any part thereof, it will not offer for sale, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of its Units (including, individually, each of the Shares, the Warrants and the Warrant Shares) without first providing the Company with an opinion of counsel to the effect that such offer, sale, transfer, assignment, pledge, hypothecation or other disposition will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable state securities or blue sky laws, except that no such registration or opinion will be required with respect to: (A) a transfer not involving a change in beneficial ownership, (B) the distribution of any of the Shares, the Warrants and the Warrant Shares by such Investor to any of its partners or retired partners or to the estate of any of its partners or retired partners, members, officers and directors or (C) a sale to be effected in accordance with Rule 144 under the Securities Act (or any comparable exemption). (iv) It consents to the Company’s making a notation on its records or giving instructions to any transfer agent of the Shares and Warrant Shares in order to implement the restrictions on transfer of the Shares and Warrant Shares contemplated by this Section 4.1. (v) The Shares and Warrant Shares are not transferable on the books of the Company unless the stock certificate submitted to the transfer agent evidencing the Shares or the Warrant Shares is accompanied by a separate officer’s certificate in the form of Appendix III, executed by an officer of the Investor. (vi) Until such time as one or more of the requirements set forth in Section 4.2 have been satisfied, the Shares and Warrant Shares shall be restricted securities under the Securities Act and may be transferable only in accordance with this Agreement or the requirements of the Securities Act or any other applicable federal or state law, rule or regulation.

Restrictions on Transfer. (a) (i) Notwithstanding Unless a registration statement with respect thereto under the Act is at the time in effect, no Security shall be transferred (such term to include any provisions contained in this Warrant to disposition which would constitute a sale within the contrarymeaning of the Act), this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon compliance with the conditions specified in this Section 4subsection (a), which and unless such a registration statement is effective or such conditions are intendedcomplied with, among other thingsthe Company may issue or cause to be issued stop orders preventing any such transfer, subject to insure compliance with the provisions a Holder's right at all times to sell or otherwise dispose of all or any part of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until under a registration of such Warrant Shares under the Securities Act has become effective or after a sale of any exemption from such Warrant or Warrant Shares has been consummated pursuant to Rule 144 registration available under the Securities Act. (bii) The Holder, by its acceptance hereof, agrees that prior to any transfer of Each Security issued under this Warrant or of the related Warrant Shares Agreement shall (other than as unless otherwise permitted by Section 4(athe provisions of subsection (b)) hereof be stamped or pursuant to otherwise imprinted with a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares legend in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED ("THE ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND MAY NOT THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE TRANSFERRED EXCEPT UPON DELIVERY SUBJECT TO THE COMPANY OF AN A REGISTRATION REQUIREMENT, UNLESS ORGANITECH USA, INC. AND ITS COUNSEL HAVE RECEIVED A SATISFACTORY OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR THE SECURITIES ACT LAWS OF 1933SUCH STATES. (b) The Holder of each Security by the acceptance thereof agrees that it shall not transfer such Security unless a registration statement under the Act is in effect with respect to such transfer or, AS AMENDEDprior to such transfer, it shall have delivered to the Company (x) an opinion of counsel, experienced in matters under the Act, which opinion shall be in a form reasonably acceptable to the Company and counsel to the Company or (y) a "no action" letter from the Commission to the effect that the proposed transfer may be effected without registration under the Act.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in The Holder of this Warrant to the contraryWarrant, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4by acceptance thereof; agrees that, which conditions are intendedabsent an effective registration statement, among other things, to insure compliance with the provisions of under the Securities Act and applicable state law in respect of 1933 (the “Act”), covering the disposition of this Warrant or the Common Stock issued or issuable upon exercise hereof, such Holder will not sell or transfer any or all of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that Common Stock without first providing the Holder will not Company’s transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together agent with an opinion of such Company counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that such sale or transfer will be exempt from the proposed transfer registration and prospectus delivery requirements of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of The certificates evidencing the Warrant and Common Stock which will be delivered to such notice and opinion to Holder by the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant Company shall bear substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER. PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED HEREBY OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO ACCOMPLISHED IN THE COMPANY ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT TACTICAL AIR DEFENSE SERVICES, INC. THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933NOT REQUIRED. Each Holder of this Warrant, AS AMENDEDat the time all or a portion of such Warrant is exercised, agrees to make such written representations to the Company as the Company may request, in order that the Company may be satisfied that such exercise of the Warrant and consequent issuance of Common Stock will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.”

Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (athe "AmeriNet Common Stock") Notwithstanding that the Affiliate may acquire in connection with the Merger, or any provisions contained securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in this Warrant exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to the contraryas "Restricted Securities"), this Warrant and the related Warrant Shares shall not be transferable except or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of Rule 145(c) and 145(d) under the Securities Act Act; (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until no registration of such Warrant Shares under the Securities Act has become would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 254 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.; or (b3) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or An authorized representative of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give Commission shall have rendered Vista written notice advice to the Company of its intention Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, AmeriNet) to the effect that the proposed transfer Commission would take no action, or that the staff of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion Commission would not recommend that the Commission take any action, with respect to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of proposed disposition specified in the notice to the Companyif consummated. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall The Trust Certificates may not be transferable offered or sold except to institutional “accredited investors” (as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act) who are U.S. Persons (as defined in Section 7701(a)(30) of the Code) in reliance on an exemption from the registration requirements of the Securities Act. The Trust Certificates have not been registered or qualified under the Securities Act, or any state securities law. No transfer, sale, pledge or other disposition of any Trust Certificate shall be made unless such disposition is made pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of an effective registration statement under the Securities Act and effective registration or qualification under applicable state law securities laws, or is made in respect of a transaction which does not require such registration or qualification. In the event that a transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees is to be made in reliance upon an exemption from the Securities Act, the Delaware Trustee may require, in order to assure compliance with the Securities Act, that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery Certificateholder’s prospective transferee certify to the Company Delaware Trustee in writing the facts surrounding such disposition. Unless the Delaware Trustee requests otherwise, such certification shall be substantially in the form of Exhibit B hereto. In the event that such certification of facts does not on its face establish the availability of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 exemption under the Securities Act, the Delaware Trustee may require an opinion of counsel satisfactory to it that such transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Delaware Trustee or of the Trust. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to Each Trust Certificate will bear a registration under the Securities Act), the Holder will give written notice legend substantially to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredeffect: “THE SECURITIES EVIDENCED BY THIS TRUST CERTIFICATE HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1)-(3) or (7) UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR, OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THIS TRUST CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS OR XXXXX PLANS SUBJECT TO EITHER TITLE I OF THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 19331974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF THE INVESTMENT BY SUCH PLANS, ARRANGEMENTS OR ACCOUNTS IN SUCH ENTITIES. FURTHER, THIS TRUST CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS TRUST CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR ANY INTEREST IN COLLEGE LOAN LLC OR WILMINGTON TRUST COMPANY. THIS TRUST CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.” (c) No transfer shall be effective if immediately after such transfer there would be more than one hundred Beneficial Owners of Certificates. Any purported transfer in violation of the provisions of this Section 3.10(c) shall be void ab initio and the Delaware Trustee shall have no liability in connection with a transfer in violation of the provisions of this Section 3.10(c).

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to The Lender (i) represents that it is an "accredited investor" within the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions meaning of the Securities Act and applicable state law in respect the rules and regulations thereunder, (ii) represents that it has received adequate information about the Issuer to determine the advisability of a purchase of the transfer Issuer's securities, (iii) represents that it is acquiring the Warrants for its own account for investment and not with a view to any distribution or public offering within the meaning of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery Securities Act, except in any case pursuant to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrants or Warrant Shares under the Securities Act has become effective or after pursuant to a sale valid exemption from such registration requirement, (iv) acknowledges that the Warrants and the Warrant Shares issuable upon exercise thereof have not been registered under the Securities Act, and (v) agrees that it will not sell or otherwise transfer any of such Warrant its Warrants or Warrant Shares has been consummated except upon the terms and conditions specified herein and that it will cause any transferee thereof to agree to take and hold the same subject to the terms and conditions specified herein, provided that the Warrant Holders may sell, pledge or otherwise transfer the Warrants or the Warrant Shares purchased upon exercise of the Warrants in one or more private transactions not requiring registration under the Securities Act, as provided in Section 14(c) below. (b) Except as provided in subsection 14(d) hereof each Warrant Certificate and each certificate for the Warrant Shares issued to Lender or to a subsequent transferee thereof pursuant to subsection 14(c) shall include a legend in substantially the following form (with such changes therein as may be appropriate to reflect whether such legend refers to Warrants or Warrant Shares), provided that such legend shall not be required if such transfer is being made in connection with a sale which is exempt from registration pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant Act or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless if the opinion of counsel referred to in Section 4(bsubsection 14(c) states is to the further effect that neither such legend is not required: “nor the restrictions on transfer in this Section 14 are required in order to ensure compliance with the Securities Act THE SECURITIES EVIDENCED WARRANTS AND SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON DELIVERY IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF JANUARY 1, 2000, BETWEEN THE ISSUER AND ACCEL FINANCE COMPANY LLC A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM HOLDER HEREOF UPON WRITTEN REQUEST AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933WITHOUT CHARGE. (c) Prior to or promptly after any assignment, AS AMENDEDtransfer or sale of any Warrant or any Warrant Shares (other than a transfer among Lender and/or its affiliates), the holder thereof shall give written notice to the Issuer of such holder's intention to effect such assignment, transfer or sale, which notice shall set forth the date of such proposed assignment, transfer or sale and the identity of the proposed transferee. Each holder wishing to effect such a transfer of any Warrant or Warrant Shares shall also furnish to the Issuer an agreement by the transferee thereof that it is taking and holding the same subject to the terms and conditions specified herein.” (d) The restrictions set forth in this Section 14 shall terminate and cease to be effective with respect to any Warrants or Warrant Shares which are registered under the Securities Act or upon receipt by the Issuer of an opinion of counsel, in form reasonably satisfactory to the Issuer, to the effect that compliance with such restrictions is not necessary in order to comply with the Securities Act with respect to the transfer of the Warrants and the Warrant Shares; provided, however, that after two (2) years from the date of issuance of any Warrants (or such shorter period as may be provided by Rule 144(k) promulgated under the Securities Act), such restrictions will automatically terminate (without the necessity of any opinion of counsel) as to such Warrants and as to any Warrant Shares issued in respect of such Warrants set forth in subsection 6(b) above. Whenever such restrictions shall so terminate the holder of such Warrants and/or Warrant Shares shall be entitled to receive from the Issuer, without expense (other than transfer taxes, if any), Warrant Certificates or certificates for such Warrant Shares not bearing the legend set forth in subsection 14(b) at which time the issuer will rescind any transfer restrictions relating thereto. (e) With a view to making available to Lender and its affiliates and subsequent holders of the Warrant Shares the benefits of certain rules and regulations of the Securities and Exchange Commission (including, without limitation, Rules 144 and 144A under the Securities Act) which may permit the sale of Warrants and Warrant Shares to the public or certain other institutions without registration, the Issuer agrees to take any and all such actions as may be required of it to make available to Lender and its affiliates and such subsequent holders such benefits, including without limitation, to: (i) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act or any successor provision thereto from and after the date the Issuer first becomes subject to the provisions of Section 13 or 15(d) of the Exchange Act; (ii) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act from and after the date the Issuer first becomes subject to the provisions of Section 13 or 15(d) of the Exchange Act; and (iii) so long as Lender or an affiliate thereof owns any Warrants or Warrant Shares, furnish to Lender forthwith upon request a written statement by the Issuer as to its compliance with the reporting requirements of Rule 144 or any successor provision thereto, and of the Securities Act and the Exchange Act, (to the extent not previously furnished to Lender under subsection 13(d)) a copy of the most recent annual or quarterly report of the Issuer filed with the Commission, in each case from and after the date the Issuer first becomes subject to the provisions of Section 13 or 15(d) of the Exchange Act, and such other reports and documents of the Issuer and other information in the possession of or reasonably obtainable by the Issuer as Lender and its Affiliates and subsequent holders of the Warrants may reasonably request in availing itself of any rule or regulation of the Commission allowing Lender and its affiliates and subsequent holders of the Warrants to sell any such securities without registration.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant The Parent Common Stock to be issued to the contrary, this Warrant and the related Warrant Shares shall Stockholders will not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares registered under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under 1933, as amended (the "Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act"), the Holder will give written notice and Parent shall have no obligation to the Company of its intention cause such shares to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration registered under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares Parent Common Stock issued upon exercise to the Stockholders or exchange of this Warrant to any subsequent holder shall bear include a legend in substantially the following legendform; provided, unless however, that such legend shall not be required if a transfer is being made in connection with a sale of Parent Common Stock registered under the Securities Act, or in connection with a sale in compliance with Rule 144 or, if applicable, Rule 145 under the Securities Act (each, a "Public Sale"), or if the opinion of counsel referred for Parent is to in Section 4(b) states the further effect that neither such legend is not requirednor the restrictions on transfer in this Section 2.05 are required in order to ensure compliance with the Securities Act: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE COMPANY ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933EXEMPTION THEREFROM. (b) The restrictions set forth in this Section 2.04 shall terminate and cease to be effective with respect to any of the Parent Common Stock issued pursuant to this Agreement (i) upon the sale of any such Parent Common Stock, AS AMENDEDif such Parent Common Stock has been registered under the Securities Act, or (ii) upon receipt by Parent of an opinion of counsel (which counsel is reasonably acceptable to Parent, it being agreed that Holland & Hxxx, LLP is reasonably acceptable counsel), in form reasonably satisfactory to Parent, to the effect that compliance with such restrictions is not necessary to comply with the Securities Act with respect to the transfer of such Parent Common Stock.” (c) The restrictive legend set forth in subsection (a) above shall be promptly removed by the Parent upon termination of all applicable restrictions, at Parent's sole cost and expense.

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to make any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence disposition of all or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions any portion of the Registrable Securities Act unless and applicable state law until: (i) There is then in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) The transferee has become effective or after agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 shares under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange Registrable Securities shall (unless otherwise permitted by the provisions of this Warrant shall bear Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend, unless the opinion of counsel referred (in addition to in Section 4(b) states such any legend is not required: “required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS UNLESS (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), AND MAY NOT (2) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE TRANSFERRED EXCEPT UPON DELIVERY TO EFFECTIVE UNDER THE COMPANY OF SECURITIES ACT, OR (3) CAVAN MARITIME LIMITED (THE “COMPANY”) SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER NO VIOLATION OF THE SECURITIES ACT OF 1933OR SIMILAR STATE ACTS WILL BE INVOLVED IN SUCH TRANSFER. The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if such Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, AS AMENDEDqualification or legend.”

Restrictions on Transfer. 7.1 LIMITATIONS ON DISPOSITION OF INVESTOR SHARES For a period of five years after the Closing Date, Investor will not make any Disposition of all or any part of Investor Shares to any Person who is not a SAirGroup Affiliate (such SAirGroup Affiliate to become a party to this Agreement) unless and until: (a) Notwithstanding Upon either the receipt of an Offer or the delivery of a proposal, Investor has delivered a Notice to Company of the proposed Disposition, which includes any provisions contained in this Warrant written proposal, term sheet or letter of intent relating to the contraryproposed Disposition. For a 35 day period commencing upon the receipt of such Notice, this Warrant and the related Warrant Shares shall Company will have the exclusive right to negotiate a definitive purchase agreement with Investor, providing for terms which are acceptable to Company in Company's sole discretion. If Company does not enter into an agreement to enter into such proposed Disposition within such 35 day period, Investor may then make such proposed Disposition to any third party subject to Company's consent to such third party, which consent to such third party may not be transferable except unreasonably withheld. If a definitive agreement for such proposed Disposition to a third party is not executed within 120 days following the termination of such 35 day period, Investor must reoffer Investor Shares to Company pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares 7.1 prior to delivery any other Disposition. Company's rights under this Section 7.1 may be assigned to the CFW Stockholders so long as CFW is the beneficial owner of 1,500,000 shares or more of Common Stock; (b) Investor has furnished Company of with an opinion of counsel for Investor to the Holder’s counsel (as effect that such opinion and such counsel are described in Section 4(b) hereof) or until Disposition will not require registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 shares under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.; and (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred has been concurred by Company's counsel and Company has advised Investor of such concurrence. 7.2 LEGENDS ON CERTIFICATES (a) Certificates Representing Investor Shares. For as long as Investor has obligations hereunder, each certificate or other document representing Investor Shares will contain upon its face or upon the reverse side thereof a legend to in Section 4(b) states such legend is not requiredthe following effect: “THE SECURITIES EVIDENCED SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (THE "ACT"). THEY MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE COMPANY OF SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER NOT REQUIRED. THE SECURITIES ACT SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF 1933EXCEPT IN CONFORMITY WITH THE TERMS OF THE INVESTMENT AGREEMENT DATED AS OF NOVEMBER 7, 2000, AS AMENDEDAMENDED FROM TIME TO TIME. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT DATED AS OF NOVEMBER 7, 2000 THAT CONTAINS CERTAIN RESTRICTIONS ON THE RIGHT TO TRANSFER AND VOTE THE SHARES. THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENTS TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT DATED AS OF SEPTEMBER 24, 1999 BETWEEN THE COMPANY AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT, AS AMENDED (THE "RIGHTS AGREEMENT"), THE TERMS AND CONDITIONS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE RECORD HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO BECOMES A 15% STOCKHOLDER OR ANY AFFILIATE OR ASSOCIATE OF A 15% STOCKHOLDER (AS SUCH CAPITALIZED TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME NULL AND VOID. Company will cause the legends set forth above to be placed upon any certificate or certificates evidencing ownership of Investor Shares, together with any other legends that may be required by state or federal securities laws. Investor hereby covenants and agrees to promptly surrender each such certificate to Company for the placement of such legends thereon. Company may make a notation of such restrictions on transfer and legends in its records.”

Restrictions on Transfer. (a1) Notwithstanding any provisions contained in this Warrant to Cameco acknowledges that the contrary, this Warrant and certificate(s) representing the related Warrant Consideration Shares shall not be transferable except pursuant to the proviso contained in will bear the following sentence restrictive legends required by applicable Laws and Exchange requirements: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER CLOSING DATE]. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. (2) Cameco covenants, acknowledges and agrees that, during the period commencing on the Closing Date and ending on the date which is six months after the Closing Date, it will not, directly or upon indirectly, Transfer any Consideration Shares without first having obtained the conditions specified in this Section 4prior written consent of Dxxxxxx, which conditions are intendedconsent is within the sole discretion of Dxxxxxx and may be unreasonably withheld. (3) Cameco further covenants, among other thingsacknowledges and agrees that, to insure compliance for the period commencing on the date which is six months after the Closing Date and ending on the first anniversary of the Closing Date, it will not, directly or indirectly, Transfer any Consideration Shares without (i) first having obtained the prior written consent of Dxxxxxx, which consent is within the sole discretion of Dxxxxxx and may be unreasonably withheld, or (ii) complying with the provisions of the Securities Act and applicable state law in respect Section 2.3(4). (4) If Cameco wishes to Transfer any of the transfer Consideration Shares (the “Sale Shares”) during the period commencing on the date which is six months after the Closing Date and ending on the first anniversary of this Warrant or such Warrant the Closing Date, and has not otherwise obtained the prior written consent of Dxxxxxx as contemplated in Section 2.3(3) then: (a) Cameco will first give written notice to Dxxxxxx (the “Sale Notice”), specifying the number of Sale Shares Cameco wishes to sell and the minimum cash price which Cameco is prepared to accept, and Dxxxxxx will then have the right for a period of five (5) Business Days after receipt of the Sale Notice (the “Sale Response Period”) to designate the purchaser(s) of the Sale Shares. The Holder by acceptance If Dxxxxxx elects to designate such purchaser(s) of this Warrant agrees the Sale Shares, Cameco will be provided, prior to the expiry of the Sale Response Period, with one or more executed purchase agreements with respect to the sale of all such Sale Shares which shall be negotiated in good faith during the Sale Response Period between such purchaser(s), Dxxxxxx and Cameco, and shall be in form and substance acceptable to Cameco, acting reasonably. In the event that Dxxxxxx declines to designate the purchaser(s) for the Sale Shares or fails to provide Cameco with one or more executed purchase agreements as required, then Cameco may for a period of thirty (30) days following the expiry of the Sale Response Period sell the Sale Shares to other purchasers, at the discretion of Cameco, provided that the Holder will aggregate number of Sale Shares sold in any one day to other purchasers shall not transfer this Warrant or exceed 10% of the related Warrant Shares average daily volume of the common shares of Dxxxxxx traded on the Exchanges for the 20 trading day period prior to delivery to the Company of an opinion date of the Holder’s counsel (as such opinion and such counsel are described Transfer at not less than the minimum cash price specified in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act.its Sale Notice; or (b) The HolderCameco may conduct Transfers that constitute Block Trades, by its acceptance hereofprovided that to the knowledge of Cameco after commercially reasonable inquiry as to the identity of each prospective purchaser, agrees the purchaser in any such Block Trade is: (i) a mutual fund that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to is a registration registered investment company under the Securities Act)United States Investment Company Act of 1940, as amended or (ii) if the Holder will give written notice to purchaser in any such Block Trade is not a mutual fund that is a registered investment company under the United States Investment Company Act of its intention to effect 1940, as amended, then such transferpurchaser, together with an opinion any Persons or group to which the purchaser belongs, would collectively beneficially own less than 5% of the issued and outstanding common shares of Dxxxxxx immediately after giving effect to such counsel for the Holder as Block Trade. For greater certainty, Section 2.3(3) and (4) shall be reasonably acceptable not restrict Cameco from tendering Consideration Shares to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares a take-over bid made in accordance compliance with the intended method of disposition specified in the notice to the Companyapplicable Laws. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (ai) Notwithstanding any provisions contained in this Each Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence stamped or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance otherwise imprinted with the provisions of legend set forth on the Securities Act and applicable state law in respect of the transfer first page of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities ActWarrant. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (cii) Each stock certificate representing Warrant Shares issued upon exercise shall be stamped or exchange of this Warrant shall bear otherwise imprinted with the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT MUST BE TRANSFERRED EXCEPT UPON DELIVERY HELD INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DISPOSED OF PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT EXEMPTION FROM SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933REQUIREMENTS. (iii) No Warrant may be transferred, AS AMENDEDexcept to family members (or trusts, family limited partnerships, limited liability companies or limited liability partnerships maintained on their behalf) in transactions exempt from registration under federal and state securities laws. The Warrantholder agrees that prior to any transfer of this Warrant (as permitted by the preceding sentence), Warrant Shares or Note Shares, the Warrantholder will give written notice to the Company of his intention to effect such a transfer, describing such intended transfer, and that such Warrantholder will not sell or transfer any or all of this Warrant, Warrant Shares or Note Shares without first delivering to the Company (A) an opinion of counsel skilled in securities matters (selected by such Warrantholder and reasonably satisfactory to the Company), to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Securities Act and in compliance with applicable state securities laws, or (B) an interpretative letter from the Securities and Exchange Commission (the "Commission") to the effect that the proposed transfer may be made without registration under the Securities Act; and (C) an agreement by the transferee to be bound by the provisions of this Warrant, including, without limitation, this Section 7 relating to transfers, and restrictions on transfers, of the Warrants, Warrant Shares and Note Shares; provided, however, that the provisions of this Section 7(d)(iii) shall not apply with respect to any Warrant Shares or Note Shares as to which there is a registration statement in effect under the Securities Act at the time of the proposed transfer.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant The Warrants and the related Warrant Shares shall or other securities issuable upon exercise of the Warrants may not be transferable except pursuant to sold or otherwise transferred unless (1) (i) such transaction first shall have been registered under the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities 1933 Act and any applicable state or other securities law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to (it) the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has first shall have been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together furnished with an opinion of such legal counsel for the Holder as shall be or other evidence, in either case reasonably acceptable satisfactory to the Company, to the effect that such transaction is exempt from the proposed transfer registration requirements of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery 1933 Act and any applicable state or other securities law and (2) the transferee shall not, in the reasonable determination of such notice and opinion to the Company’s board of directors, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method a competitor of disposition specified in the notice to the Company. (cb) Each certificate representing Warrant Shares issued evidencing securities issuable upon exercise or exchange of this a Warrant shall bear a legend substantially in the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE HEREBY WERE ACQUIRED IN A TRANSACTION THAT WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), AND OR ANY STATE OR OTHER SECURITIES LAW. THE HOLDER HEREOF, BY ACQUIRING THIS INSTRUMENT, AGREES FOR THE BENEFIT OF MEDECISION, INC. (THE “COMPANY”) THAT THE SECURITIES EVIDENCED HEREBY MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY ONLY (A) (1) PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDEDOR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) PURSUANT TO AN AVAILABLE EXEMPTION OR EFFECTIVE REGISTRATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAW. Notwithstanding the foregoing, such legend shall not be placed on any such certificate or shall be removed from any such certificate (i) at the request of the holder thereof, if such holder shall be entitled to sell the securities to be evidenced or evidenced thereby in accordance with Rule 144(k) under the 1933 Act, or (ii) if the holder thereof is selling the securities to be evidenced or evidenced thereby in a registered public offering in accordance with Section 8.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained The SFX Warrants and all warrants issued in this Warrant to exchange therefor or upon conversion or exercise thereof (the contrary"Restricted Securities"), this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or only upon satisfaction of the conditions specified set forth in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act13. (b) The Holder, by its acceptance hereof, agrees that prior Prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act)any Restricted Securities, the Holder will holder thereof shall be required to give written notice to SFX describing in reasonable detail the Company manner and terms of its intention the proposed transfer and the identity of the proposed transferee (the "Transfer Notice"), accompanied by the written agreement of the proposed transferee to effect be bound by all of the provisions hereof applicable to holders of such Restricted Securities hereunder. SFX may, if it is reasonable to do so under the circumstances considering the identity of the proposed transferee and the method of transfer, together with request an opinion of counsel from the Fund or such counsel for the Holder as shall be reasonably acceptable to the Company, transferee to the effect that the proposed such transfer of this Warrant and/or such Warrant Shares may be effected made without registration of such Restricted Securities under the Securities Act of 1933, as amended (the "Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company"). (c) Each certificate representing Warrant Shares issued upon exercise or exchange of Except as otherwise permitted by this Section 13, each SFX Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THIS WARRANT AND ANY SHARES ACQUIRED UPON THE SECURITIES EVIDENCED BY EXERCISE OF THIS CERTIFICATE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SUCH ACT OR ANY APPLICABLE STATE SECURITIES LAWS. FURTHERMORE, THIS WARRANT MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN SECTION 13 OF THE CONSENT AGREEMENT, DATED AS OF MAY 17, 1996, BY AND AMONG MULTI- MARKET RADIO, INC., THE HUFF ALTERNATIVE INCOME FUND, L.X. AND SFX BROADCASTING, INC., A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF SFX BROADCASTING, INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE COMPANY HOLDER OF AN OPINION THIS WARRANT UPON WRITTEN REQUEST. EXERCISE OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE THIS WARRANT MAY BE SUBJECT TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES RESTRICTIONS IMPOSED BY THE COMMUNICATIONS ACT OF 19331934, AS AMENDED.” (d) The restrictions imposed by this Section 13 upon the transferability of Restricted Securities shall terminate as to any particular Restricted Securities when such Restricted Securities shall have been sold pursuant to an effective registration statement under the Securities Act or sold pursuant to Rule 144 or Rule 144A under the Securities Act. Whenever any of such restrictions shall terminate as to any Restricted Securities, the holder thereof shall be entitled to receive from SFX, at SFX's expense, new warrants without such legends.

Restrictions on Transfer. Prior to December 31, 1999, LDC shall not sell, assign, transfer, pledge, hypothecate, deposit in a voting trust or otherwise dispose of any portion of the LDC Shares (aany such disposition, a "Share Transfer"), other than (x) Notwithstanding any to a Covered Employee in connection with the distribution of Bonus Shares or (y) to a Permitted Affiliate of LDC that has agreed in writing (the "Permitted Affiliate Section 3.1 Agreement") to be bound by the terms and provisions contained in of this Warrant Section 3.1 to the contrarysame extent that LDC would be bound if it beneficially owned the shares of Common Stock transferred to such Permitted Affiliate of LDC and acknowledging the last sentence of Section 4.4. LDC shall promptly notify the Company of any Share Transfer to a Permitted Affiliate of LDC, which notification shall include a Permitted Affiliate Section 3.1 Agreement executed by each Permitted Affiliate of LDC to whom any shares of Common Stock have been transferred. If any Permitted Affiliate of LDC which owns any shares of Common Stock ceases for any reason to be a Permitted Affiliate of LDC, LDC shall promptly thereupon cause such former Permitted Affiliate of LDC to transfer all shares of Common Stock held by it to LDC or a Permitted Affiliate of LDC, and in no event shall any such former Permitted Affiliate of LDC effect any Share Transfer in a manner that would be prohibited by this Warrant Section 3.1 if such Share Transfer were effected by LDC. On or after December 31, 1999, LDC shall not, and the related Warrant Shares shall not be transferable except pursuant permit any of its Affiliates to, directly or indirectly, effect any Share Transfer (other than to a Permitted Affiliate of LDC) 20 20 in a manner that would result in the acquisition by any other person to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other thingsextent that, to insure compliance with the provisions of the Securities Act and applicable state law LDC's knowledge after due inquiry (it being understood that no such inquiry is required in respect of a non-prearranged sale over a securities exchange or other transactions where it is not possible to determine who the transfer of this Warrant acquiror is, or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to in connection with a registered public offering where the Company controls the placement of an opinion shares), after giving effect to such Share Transfer, such acquiring person would hold in excess of five percent (5%) of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration total voting power of such Warrant Shares under the Securities Act has become effective or after a sale all voting securities of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding Each holder of Preferred Stock and each holder of a Warrant by acceptance thereof agrees that it will not sell or otherwise dispose of any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of Preferred Stock, Warrants or Conversion Shares issuable upon conversion thereof unless (i) such Preferred Stock, Warrants or Conversion Shares, as the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares case may be, have been registered under the Securities Act has become effective Act, or after a sale (ii) such Preferred Stock, Warrants or Conversion Shares, as the case may be, are sold in accordance with the applicable requirements and limitations of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act (or any successor rule, regulation or statute to Rule 144), or (iii) the Company has been furnished with an opinion or opinions reasonably satisfactory to the Company's counsel to the effect that registration under the Securities Act is not required for the transfer as proposed (which opinion may be conditioned upon the transferee's assuming the obligations of a holder of Preferred Stock, Warrants or Conversion Shares under this Section 16), or (iv) the Company has been furnished with a letter from the Division of Corporate Finance of the Commission to the effect that such Division would not recommend any action to the Commission if such proposed transfer were effected without a registration statement effective under the Securities Act. The Company agrees that within 3 Business Days after receipt of any opinion referred to in (iii) above, it will notify the holder supplying such opinion whether such opinion is satisfactory to the Company. (b) The HolderCompany may endorse on all Preferred Stock certificates, by its acceptance hereofon all Warrants and on all certificates evidencing Conversion Shares a legend stating or referring to the transfer restrictions contained in paragraph (a) above; provided that no such legend shall be endorsed on any Preferred Stock certificates or Warrants or Conversion Share certificates which, agrees that prior when issued, are no longer subject to any transfer the restrictions of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or 16, and provided, -------- further, that if a transfer is made pursuant to a registration under the Securities Actclause (i), the Holder will give written notice to the Company (ii) or (iv) of its intention to effect such transfer, together with ------- paragraph (a) or if an opinion of such counsel for the Holder as shall be reasonably acceptable provided pursuant to the Company, to the effect clause (iii) of paragraph (a) concludes that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Companylegend is no longer necessary, the Holder shall be entitled to Company will deliver upon transfer this Warrant and/or Preferred Stock Certificates, Warrants or certificates evidencing Conversion Shares without such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Companylegends. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to make any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence disposition of all or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions any portion of the Registrable Securities Act unless and applicable state law until: (1) There is then in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act has become effective or after covering such proposed disposition and such disposition is made in accordance with such registration statement; or (A) The transferee shall have agreed in writing to be bound by the terms of this Agreement and such writing shall have been delivered to the Company, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (C) if requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated shares under the Securities Act. The Company will not require opinions of counsel for transactions made pursuant to Rule 144 under the Securities Actexcept in unusual circumstances. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange Registrable Securities shall (unless otherwise permitted by the provisions of this Warrant shall bear Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend, unless the opinion of counsel referred (in addition to in Section 4(b) states such any legend is not required: “required under applicable state securities laws): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAWS AND MAY CAN NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED UNTIL EITHER (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) THE COMPANY OF RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR COUNSEL TO THE HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY IN FORM TO THE COMPANY AND SUBSTANCE TO IT ITS COUNSEL, THAT SUCH TRANSFER IS EXEMPT FROM SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES ACT OF 1933LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THAT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 1, AS AMENDED2000, (THE "AGREEMENT") BY AND AMONG THE COMPANY AND THE OTHER PARTIES THERETO. SUCH SECURITIES CAN NOT BE SOLD, ASSIGNED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE AGREEMENT, AND THE COMPANY SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED TRANSFER, SALE, ASSIGNMENT OR HYPOTHECATION WHICH VIOLATES THE AGREEMENT.” (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Restrictions on Transfer. (a) Notwithstanding THE LESSEE MAY NOT SUBLET OR TRANSFER POSSESSION OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE LESSOR WHICH MAY BE REASONABLY WITHHELD IN THE SOLE AND ABSOLUTE DISCRETION OF THE LESSOR. THE LESSEE MAY NOT ASSIGN, PLEDGE, OR OTHERWISE ENCUMBER THIS LEASE. With respect to any provisions sublease or transfer of possession of the Equipment, the rights of the sublessee or transferee will be subject and subordinate to all the terms of this Agreement, including the Lessor's right of repossession on the occurrence of an event of default. The Lessee will remain primarily liable for the performance of all the terms of this Agreement to the same extent as if the sublease or transfer of possession had not occurred. The Lessor will have the right, at its sole expense, to assign, sell, or encumber any part of its interest in the Equipment or in this Agreement and any proceeds of the disposition of that interest, subject to the Lessee's rights under this lease. To effect or facilitate such assignment, sale or encumbrance, the Lessee agrees to provide all agreements, consents, conveyances or documents that may be reasonably requested by the Lessor, including an unrestricted release of the Lessor from its obligations under this Agreement. That release will not release the Lessor from any liability that arose before the assignment or sale. Any person who succeeds to the rights and interests of the Lessor under this clause will agree to be bound by the terms of this Agreement without alteration. The Lessee acknowledges that an assignment, sale, or encumbrance of the Lessor's interest would not materially change the Lessee's duties under the Agreement or materially increase its burdens or risks. Even if such a transfer could be deemed to have that effect, the Lessee agrees that the assignment, sale or encumbrance will nevertheless be permitted. Without prejudice to any rights that the Lessee may have against the Lessor, the Lessee agrees that it will not assert against an assignee any claim or defense that it may have against the Lessor. The agreements, covenants, obligations and liabilities contained in this Warrant clause, including but not limited to, all obligations to pay rent and to indemnify each indemnitee, are made for the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions benefit of the Securities Act indemnitees and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion their respective successors and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actassigns. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant The Warrants and the related Warrant Shares shall or the other securities issuable upon exercise of the Warrants may not be transferable except pursuant to sold or otherwise transferred unless either (i) such transaction first shall have been registered under the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities 1933 Act and any applicable state or other securities law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to (ii) the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has first shall have been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together furnished with an opinion of such legal counsel for the Holder as shall be or other evidence, in either case reasonably acceptable satisfactory to the Company, to the effect that such transaction is exempt from the proposed transfer registration requirements of the 1933 Act and any applicable state or other securities law. (b) The Holder of the Warrant, by acceptance hereof, acknowledges that this Warrant and/or such Warrant Shares may Warrant, the shares of Non-Voting Common Stock to be effected without registration issued upon exercise hereof are being acquired solely for the Holder's own account and not a nominee for any other party, and for investment and that the Holder will not offer, sell or otherwise dispose of the Warrant, the shares of Non-Voting Common Stock to be issued upon exercise hereof except under the Securities Actcircumstances that will not result in a violation of applicable federal and state securities laws. Upon delivery of such notice and opinion to the CompanyFurther, the Holder shall comply with such additional reasonable requests of the Company necessary to enable the shares of Non-Voting Common Stock to be entitled to transfer issued upon exercise hereof in compliance with applicable state and federal securities laws. (c) The Holder of this Warrant and/or such agrees not to make any disposition of all or any portion of the Warrant Shares in accordance with or of the intended method shares of disposition specified Non-Voting Common Stock to be issued upon exercise hereof to any Competitor of the Company. For the purposes of this Agreement, the term "COMPETITOR" means any person, partnership, limited liability company, corporation or other entity (other than the Company) which is engaged as its principal line of business, in the notice to Company's Business. For the purposes of this Agreement, the term "COMPANY'S BUSINESS" means the business of the development and licensing of pharma-informatic software tools of the type developed by the Company. (cd) Each certificate representing Warrant Shares issued evidencing securities issuable upon exercise or exchange of this a Warrant shall bear a legend substantially in the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE HEREBY WERE ACQUIRED IN A TRANSACTION THAT WAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND OR ANY STATE OR OTHER SECURITIES LAW. THE HOLDER HEREOF, BY ACQUIRING THIS INSTRUMENT, AGREES FOR THE BENEFIT OF INFORMAX, INC. (THE "COMPANY") THAT THE SECURITIES EVIDENCED HEREBY MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY ONLY (A)(1) PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDEDOR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (B) PURSUANT TO AN AVAILABLE EXEMPTION OR EFFECTIVE REGISTRATION UNDER ANY APPLICABLE STATE OR OTHER SECURITIES LAW. Notwithstanding the foregoing, such legend shall not be placed on any such certificate or shall be removed from any such certificate (i) at the request of the holder thereof, if such holder shall be entitled to sell the securities to be evidenced or evidenced thereby in accordance with Rule 144(k) under the 1933 Act, or (ii) if the holder thereof is selling the securities to be evidenced thereby in a registered public offering in accordance with Section 8.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this This Warrant and the related Warrant Shares shall Common Stock issuable on Exercise hereof have not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 registered under the Securities Act. (b) The Holder, by its acceptance hereofand may not be sold, agrees that prior to any transfer transferred, pledged, hypothecated or otherwise disposed of this Warrant in the absence of registration or the availability of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a an exemption from registration under the said Securities Act). In the event a holder believes an exemption from the registration requirements of said Act is available, the Holder will give written notice holder must deliver a legal opinion reasonably satisfactory in form and substance, to the Company and its counsel, stating that such exemption is available. All shares of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares Common Stock issued upon exercise or exchange Exercise of this Warrant shall bear an appropriate legend to such effect. Unless the Company determines (upon the advice of counsel) that such a legend would be unnecessary, each share certificate for Common Stock issued upon Exercise hereof shall be stamped or otherwise imprinted with a legend in substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT EFFECTIVE -------------------------------------------------------------------------------- AmTec, Inc. 3 Series G Convertible Preferred Stock REGISTRATION STATEMENT UNDER SUCH TRANSFER IS EXEMPT ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES SUCH ACT OF 1933, AS AMENDEDAND SUCH LAWS.”

Restrictions on Transfer. (a) Notwithstanding Each Holder agrees not to make any provisions contained disposition of all or any portion of the Preferred Stock or Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Warrant Section 3.1, provided and to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained extent such Section is then applicable and: (i) There is then in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act has become effective covering such proposed disposition and such disposition is made in accordance with such registration statement or after an applicable exemption from registration. (ii) Notwithstanding the provisions of paragraph (i) above, no such registration statement shall be necessary for (A) a sale transfer by a Holder which is a partnership to its partners in accordance with partnership interests or to affiliates or (B) a transfer by a Holder to an affiliate of such Warrant or Warrant Shares has been consummated pursuant Holder; PROVIDED the transferee will be subject to Rule 144 under the Securities Actterms of this Section 3.1 to the same extent as if he were an original Holder hereunder. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise Preferred Stock or exchange Registrable Securities shall (unless otherwise permitted by the provisions of this Warrant shall bear the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend, unless (in addition to any legend required under applicable state securities laws or as provided elsewhere in the opinion of counsel referred to in Section 4(b) states such legend is not required: “Agreement): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE COMPANY OF AN ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT THE ISSUER OF THESE SECURITIES, SUCH TRANSFER OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933IN COMPLIANCE THEREWITH. (c) The Company shall reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, AS AMENDEDqualification or legend.” (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Restrictions on Transfer. I understand that (ai) Notwithstanding the Notes and Warrants (and the shares of Common Stock underlying such securities) have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any provisions contained in state or the federal government has recommended or endorsed this Warrant Offering or made any finding or determination relating to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained fairness of an investment in the following sentence or upon Company and (iii) the conditions specified in Company is relying on my representations and agreements for the purpose of determining whether this Section 4, which conditions are intended, among other things, to insure compliance with transaction meets the provisions requirements of the exemptions afforded by the Securities Act and applicable certain state law in respect of the transfer of this Warrant or such Warrant Sharessecurities laws. The Holder by acceptance of this Warrant agrees I acknowledge that the Holder Notes and Warrants are (and the shares of Common Stock issuable upon conversion or exercise thereof, when issued, will be) subject to restrictions on transferability and may not transfer this Warrant be resold, assigned or the related Warrant Shares prior to delivery to the Company otherwise disposed of an opinion of the Holder’s counsel (as such opinion and such counsel unless they are described in Section 4(b) hereof) or until registration of such Warrant Shares subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I further acknowledge that, although the Company has become agreed to file a registration statement covering the resale by me of the Note Shares, Warrants and Warrant Shares, (i) there is no assurance that the Company will do so, (ii) such registration statement, if filed, may not be declared effective or after a sale (iii) if declared effective, the Company may not be able to keep it effective until I effect the resale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under securities registered thereby. I understand that each certificate evidencing each of the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredset forth below: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED (“ACT”) OR APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED EXCEPT UPON DELIVERY TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY, THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER NOT REQUIRED.” “THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF 1933A SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT BETWEEN THE HOLDER HEREOF AND THE COMPANY, AS AMENDEDA COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICES OF THE COMPANY.”

Restrictions on Transfer. (ai) Notwithstanding any provisions contained in this Warrant to The undersigned understands and agrees that because the contrary, this Warrant offer and sale of the Note and the related Warrant Shares shall Warrants subscribed for herein have not been registered under federal or state securities laws, the Note (including any securities issuable upon conversion thereof) and the Warrants (and any securities issuable upon conversion thereof) acquired may not at any time be transferable except pursuant sold or otherwise disposed of by the undersigned unless it is registered under the 1933 Act or there is applicable to such sale or other disposition one of the proviso contained exemptions from registration set forth in the following sentence 1933 Act, the rules and regulations of the SEC thereunder and applicable state law. The undersigned further understands that the Company has no obligation or present intention to register the Note (including any securities issuable upon conversion thereof) or the conditions specified Warrants (and any securities issuable upon conversion thereof), or to permit its sale other than in this Section 4, which conditions are intended, among other things, to insure strict compliance with the provisions of the Securities Act 1933 Act, SEC rules and regulations thereunder, and applicable state law in respect law. The undersigned recognizes that, as a result of the transfer of this Warrant aforementioned restrictions, there is no and will be no public market for the Note or such Warrant Sharesthe Warrants subscribed for hereunder. The Holder by acceptance of this Warrant agrees undersigned expects to hold the Note (and any securities issuable upon conversion thereof) and the Warrants (and any securities issuable upon conversion thereof) for an indefinite period and understands that the Holder undersigned will not transfer readily be able to liquidate this Warrant or the related Warrant Shares prior to delivery to the Company investment even in case of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actemergency. (bii) The Holder, by its acceptance hereof, agrees that prior Note (and the securities to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice be issued to the Company of its intention to effect such transfer, together with an opinion of such counsel for undersigned upon conversion thereof) and the Holder Warrants (and any securities issuable upon conversion thereof) shall have endorsed thereon legends substantially as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredfollows: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE INSTRUMENT (AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED EXCEPT UPON DELIVERY TO IN THE COMPANY ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE SATISFACTORY TO IT THE COMPANY THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES ACT OF 1933, AS AMENDEDLAWS.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in The Holder of this Warrant to the contraryWarrant, by acceptance thereof, agrees that, this Warrant and the related Warrant Shares shall issuable upon the exercise hereof have not been registered under the Act, or any state securities laws. This Warrant and the Warrant Shares issuable upon exercise hereof, may not be transferable except pursuant sold, offered for sale, pledged, transferred, hypothecated or otherwise disposed of in the absence of an effective registration statement under or exemption from the Act and all applicable state securities laws. Such Holder agrees that, upon the failure of the Holder to comply with this Section 10, the Company may issue instructions to its transfer agent to place, or may itself place, a “stop order” on transfers with respect to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act Warrant and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The certificates evidencing the Warrant and Warrant Shares which will be delivered to such Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND OR ANY STATE SECURITIES LAWS. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE COMPANY ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT XXXXXXX INDUSTRIES, INC. THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933NOT REQUIRED. Each Holder of this Warrant and the Warrant Shares, AS AMENDEDat the time all or a portion of such Warrant or Warrant Share is transferred or exercised, as applicable, agrees to make such written representations to the Company as counsel for the Company may reasonably request, in order that the Company may be reasonably satisfied that such transfer of the Warrant, exercise of the Warrant and consequent issuance of Warrant Shares, or transfer of the Warrant Shares, as applicable, will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.”

Restrictions on Transfer. Each Person who has or who ------------------------ acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Trustee or its designee as its attorney-in-fact to direct under clause (aiv) below the delivery of payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (i) Only a Permitted Transferee may hold or acquire any Ownership Interest in a Class R Certificate. Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall promptly notify the Trustee and the Servicer of any change or impending change in its status as a Permitted Transferee. (ii) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall, as a condition to such consent, require delivery to the Trustee of a properly completed, sworn, executed and acknowledged affidavit from the Transferee (the "Transfer Affidavit") in the form attached hereto as Exhibit H and from the transferor (the "Transferor Representation"), in the form attached hereto as Exhibit I. (iii) Notwithstanding the delivery of a Transfer Affidavit by a proposed Transferee under clause (ii) above, if the Responsible Officer or Responsible Officers of the Trustee has or have actual knowledge that the proposed Transferee is not a Permitted Transferee, the Trustee shall not register and, if the Trustee is not the Certificate Registrar, shall direct to the Certificate Registrar not to register a Class R Certificate in the name of the proposed Transferee, no Transfer of an Ownership Interest in the Residual Interest to such proposed Transferee shall be effected and the Trustee, and Certificate Registrar, shall have no liability for failing to effect the proposed registration. (iv) Any attempted or purported Transfer of any Ownership Interest in a Class R Certificate in violation of the provisions contained of this Section 6.06 shall be absolutely null and void and shall vest no rights ------------ in the purported Transferee. If any purported Transferee shall, in violation of the provisions of this Section 6.06, become a Holder of a Class R ------------ Certificate, then the prior Holder of such Class R Certificate shall, upon discovery that the registration of Transfer of such Class R Certificate was not in fact permitted by this Section 6.06, notify the Trustee and the ------------ Trustee, upon receipt of such notice and upon verification of the facts set forth in such notice or upon discovery by other means that the registration of Transfer of such Class R Certificate was not in fact permitted by this Section 6.06, shall notify the Servicer and the Certificate Registrar of such ------------ improper Transfer (such notice to be accompanied by an Opinion of Counsel to the effect that such Transfer was improper and the retroactive restoration of the rights of the last preceding Permitted Transferee as described in this Warrant to the contrary, this Warrant and the related Warrant Shares clause (iv) shall not be transferable except pursuant invalid, illegal or unenforceable) and, subject to clause (v) below, shall make payments due on such Class R Certificate to the proviso contained last preceding Holder that is a Permitted Transferee (as described in such written notice) and the following sentence or upon last Holder that is a Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the conditions specified date of registration of Transfer of such Class R Certificate. The Trustee shall be entitled, but shall not be obligated, to recover from any Holder of a Class R Certificate that was in fact not a Permitted Transferee at the time it became a Holder all payments made on such Class R Certificate. Any such payments so recovered by the Trustee shall be paid and delivered by the Trustee to the last preceding Holder that is a Permitted Transferee who was a Holder of such Class R Certificate. (v) If any Person that is not a Permitted Transferee acquires any Ownership Interest in a Class R Certificate in violation of the restrictions in this Section 46.06, which conditions are intendedand (A) to the extent that the ------------ retroactive restoration of the rights of the last preceding Holder that is a Permitted Transferee as described in clause (iv) above shall be invalid, among illegal or unenforceable or (B) if the Trustee is unable within a reasonable period to obtain the Opinion of Counsel required by clause (iv) above then the Trustee shall have the right, without notice to the Holder of such Class R Certificate or any other thingsPerson having an Ownership Interest therein, to insure compliance with sell such Class R Certificate to a purchaser selected by the provisions of Trustee on such terms as the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant SharesTrustee may choose. The proceeds of such sale, net of commissions, expenses and taxes due, if any, will be remitted to the Holder of such Class R Certificate by acceptance of this Warrant agrees the Trustee, except that in the event that the Trustee determines that the Holder will not transfer of such Class R Certificate may be liable for any amount due under this Warrant Section 6.06 or any other provisions of this ------------ Agreement, the related Warrant Shares prior to delivery to Trustee may withhold a corresponding amount from such remittance security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the Company of an opinion sole discretion of the Holder’s counsel (Trustee, and it shall not be liable to any Person having an Ownership Interest in a Class R Certificate as such opinion and such counsel are described in Section 4(b) hereof) or until registration a result of its exercise of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actdiscretion. (bvi) The HolderTrustee shall make available, upon receipt of written requests, all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in Class R Certificates to any Person who is not a Permitted Transferee, and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organizations described in Code section 1381 that holds an Ownership Interest in a Class R Certificate and having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing such information may be charged by its acceptance hereof, agrees that the Trustee. The information furnished must be sufficient to compute the present value of the anticipated excess inclusions as required by Treasury Department regulations. The information must be furnished to the requesting party or such later time period as allowed by Treasury Department regulations or the Internal Revenue Service. (vii) No undivided interest of the Residual Interest may be transferred to any Person unless the entire interest and rights relating to such undivided interest in the Residual Interest under this Agreement are transferred to such Person. (viii) The provisions of this Section 6.06 set forth prior to any transfer ------------ this clause (viii) may be eliminated upon execution by the Trustee of this Warrant or a certificate stating that the Trustee has received an Opinion of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act)Counsel, the Holder will give written notice in form and substance satisfactory to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the CompanyTrustee, to the effect that the proposed transfer absence of this Warrant and/or such Warrant Shares provisions will not cause the REMIC Pool to cease to qualify as a REMIC and will not create a risk that (A) the Trust or the REMIC Pool may be effected without registration under subject to an entity-level tax caused by the Securities Act. Upon delivery Transfer of such notice and opinion any Ownership Interest in a Class R Certificate to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend a Person which is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933a Permitted Transferee or (B) a Holder of a Senior Certificate, AS AMENDEDMezzanine Certificate, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDClass B Certificate or another Person will be subject to a REMIC-related tax caused by the Transfer of any Ownership Interest in a Class R Certificate to a Person which is not a Permitted Transferee.”

Restrictions on Transfer. (aThe parties acknowledge and agree that as of the Closing Date: 3.5.1 None of the Laser Exchange Shares will be registered under U.S. federal or Blue Sky Laws and are intended to be issued pursuant to an exemption therefrom under Rule 506 of Regulation D, Section 4(2) Notwithstanding any provisions contained in this Warrant to or other applicable exemption, shall be "restricted stock" within the contrarymeaning of Rule 144 promulgated under the Securities Act, this Warrant and the related Warrant Shares shall may not be transferable except pursuant to the proviso contained in the following sentence resold, offer for resale, transferred, pledged, distributed or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of otherwise hypothecated unless registered under the Securities Act and applicable state law in respect Blue Sky Laws or exempt from such registration under the terms of the transfer of this Warrant Rule 144 or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of otherwise, and Laser receives an opinion of the Holder’s counsel (as such opinion and such counsel are described satisfactory to Laser in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, reasonable discretion to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required. Each Laser Exchange Share certificate shall bear a legend substantially in the following form: “"THE SECURITIES EVIDENCED OF LASER RECORDING SYSTEMS, INC. (THE "COMPANY") REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." 3.5.2 The SCL Exchange Shares have not been registered under the Securities Act or applicable Blue Sky Laws and will be offered and exchanged pursuant to this Agreement in compliance with an exemption from such registration under Rule 506 of Regulation D, or Section 4(2) and may not be offered, resold, pledged, hypothecated or otherwise transferred unless registered under the Securities Act and applicable Blue Sky Laws, or exempt from such registration and Laser receives an opinion of counsel satisfactory to Laser in its reasonable discretion to the effect that such registration is not required. Each SCL Exchange Share certificate shall bear a legend substantially in the following form: "THE COMMON SHARES OF SCL VENTURES, LTD., A BRITISH VIRGIN ISLANDS COMPANY (THE "COMPANY") REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT") OR THE SECURITIES LAWS OF APPLICABLE STATES OF THE UNITED STATES ("STATE LAWS"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO UNLESS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS OR EXEMPT FROM SUCH REGISTRATION AND THE COMPANY OF RECEIVES AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO IT THE COMPANY THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933NOT REQUIRED." 3.5.3 On the Closing Date, AS AMENDEDSCL and Laser shall instruct their respective transfer agents to annotate the applicable records to reflect the restrictions on transfer with respect to SCL Exchange Shares and the Laser Exchange Shares, respectively, contained in this Agreement.”

Restrictions on Transfer. (a) Notwithstanding Except for the conveyances under subsection 4.02(a)(i) and subsection 2.09(g) of the Transfer and Servicing Agreement or Section 2.12 of the Indenture, no Trust Beneficial Interest or Certificate may, in whole or in part, be sold, transferred, assigned, exchanged, participated, pledged, hypothecated, have a security interest granted in or otherwise be conveyed to any provisions contained in this Warrant Person, other than the Transferor or ABC or an Affiliate of the Transferor or ABC, unless each of the following conditions has been satisfied: (i) on or before the fifth day immediately preceding such sale, transfer, assignment, participation, pledge or other disposition, the transferor of such Trust Beneficial Interest or Certificate shall have given the Owner Trustee, the Servicer, the Indenture Trustee and each Rating Agency notice (unless such notice requirement is otherwise waived) thereof; (ii) the transferor of such Trust Beneficial Interest or Certificate shall have delivered to the contrary, this Warrant Owner Trustee and the Indenture Trustee any related Warrant Shares shall not be transferable except pursuant Transferor Interest Supplement or Transferor Certificate Supplement in a form satisfactory to the proviso contained Owner Trustee, the Indenture Trustee and such transferor, executed by each party hereto; (iii) the Rating Agency Condition shall have been satisfied with respect to such sale, transfer, assignment, participation, pledge or other disposition; (iv) such sale, transfer, assignment, participation, pledge or other disposition will not result in any Adverse Effect and the following sentence transferor of such Trust Beneficial Interest or upon Certificate shall have delivered to the conditions specified in this Section 4Owner Trustee and the Indenture Trustee an Officer's Certificate, which conditions are intendeddated the date of such sale, among transfer, assignment, participation, pledge or other thingsdisposition to the effect that such transferor reasonably believes that such sale, transfer, assignment, participation, pledge or other disposition will not, based on the facts known to insure compliance such officer at the time of such certification, have (v) the transferor of such Trust Beneficial Interest or Certificate shall have delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion with respect to such sale, transfer, assignment, participation, pledge or other disposition, dated the provisions date thereof; (vi) the aggregate amount of Principal Receivables theretofore conveyed to the Trust as of the Securities Act and applicable state law in respect date of such sale, transfer, assignment, participation, pledge or other disposition shall be greater than the Required Minimum Principal Balance as of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration date of such Warrant Shares sale, transfer, assignment, participation, pledge or other disposition after giving effect thereto; and (vii) all Trust Beneficial Interests or Certificates shall be issued in a transaction (or transactions) not required to be registered under the Securities Act has become effective (or after a sale if offered and sold outside of such Warrant or Warrant Shares has been consummated pursuant the United States, would not be required to Rule 144 be registered under the Securities ActAct if the Trust Beneficial Interests or Certificates were to be offered and sold within the United States); the Trust does not have more than 100 holders of Trust Beneficial Interests or Certificates at any time during the taxable year for which the determination of the status of the Trust is relevant (for purposes of determining the number of owners of Trust Beneficial Interests or Certificates in the Trust and for purposes of determining whether the beneficial owners of any partnership, grantor trust or S corporation "flow-through entities") that own Trust Beneficial Interests or Certificates are counted in determining whether the Trust has more than 100 holders of Trust Beneficial Interests or Certificates at any time, no flow-through entity that owns a Trust Beneficial Interest or Certificate will be utilized with a principal purpose of permitting the Trust to satisfy the 100 member limitation if substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Trust). (b) The HolderNotwithstanding the foregoing, by the holder of a Trust Beneficial Interest or Certificate may pledge, hypothecate or otherwise grant a security interest in all or any portion of such Trust Beneficial Interest or Certificate to a Federal Reserve Bank or a Federal Home Loan Bank without having to satisfy the conditions set forth in clauses (i) through (vii) above, provided, that (x) such pledge, hypothecation or grant may not be used as an artifice or device to avoid or limit the foregoing prohibition on transfer and (y) under no circumstances may such holder pledge, hypothecate or otherwise grant a security interest in any of its acceptance hereof, agrees that prior to any transfer of this Warrant rights in a Trust Beneficial Interest or of the related Warrant Shares (Certificate other than as permitted by Section 4(a) hereof or pursuant the right to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion receive cash payments in respect of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the CompanyTrust Beneficial Interest or Certificate. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding During the Contingent Payment Period, Buyer shall not, and shall cause its Affiliates not to Transfer (other than in a Permitted License) to any provisions contained Third Party (x) any significant portion of the Purchased Assets or (y) any Purchased IP (collectively, the “Transferred Assets”) unless, (i)(A) the assignee or other transferee is a Qualified Transferee and such Transfer occurs at least [***] after the Closing Date or (B) Seller or GSI has consented in this Warrant writing to such Transfer, [***] and, provided, further, that Seller and GSI shall be deemed to have consented if neither Seller nor GSI respond to any request for consent within [***] days of the receipt of such request (any assignee or other transferee of any Transfer under the foregoing (A) or (B), an “Approved Transferee”), and (ii) such Approved Transferee expressly assumes in writing Buyer’s obligations relating to the contraryTransferred Assets and under this Agreement, including Buyer’s obligation to pay all amounts due under this Warrant Agreement to Seller that relate to such Transferred Assets (including, for clarity, any and all Contingent Payment Products). Buyer shall ensure that each Approved Transferee (if any) shall not, and shall cause its Affiliates not to Transfer to any Third Party any Transferred Assets unless the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions requirements specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b2.17(a) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actis satisfied. (b) The HolderDuring the Contingent Payment Period, by Buyer shall not and shall cause its acceptance hereofAffiliates not to directly or indirectly, agrees that prior to assign, convey or otherwise transfer (including through any transfer of this Warrant or distribution of the related Warrant Shares equity securities or other ownership rights of any wholly-owned subsidiary of Buyer or other form of spin-off) any of the equity interests of any subsidiary of Buyer to which any significant portion of the Purchased Assets or any Purchased IP have been Transferred (other than as permitted by Section 4(ain a Permitted License) hereof unless (i)(A)(1) such assignment, conveyance or other transfer of any of the equity interests of any subsidiary of Buyer is pursuant to a registration Permitted Spin Transaction and such Transfer occurs at least [***] after the Closing Date or (2) Seller or GSI has consented in writing to such Transfer, [***] and, provided, further, that Seller and GSI shall be deemed to have consented if neither Seller nor GSI respond to any request for consent within [***] days of the receipt of such request (any assignee or other transferee of any Transfer under the Securities Actforegoing (1) or (2), the Holder will give written notice an “Approved Spin-Out Transferee”) and (B) such Approved Spin-Out Transferee expressly assumes in writing Buyer’s obligations relating to the Company Transferred Assets and under this Agreement, including Buyer’s obligation to pay all amounts due under this Agreement to Seller that relate to such Transferred Assets (including, for clarity, any and all Contingent Payment Products) or (ii) such assignment, conveyance or other transfer of its intention any of the equity interests of any subsidiary of Buyer (A) is to effect such transfera wholly-owned subsidiary of Buyer (and in the case of certain local de minimis holding requirements (“Local Holding Requirements”), together with an opinion to a subsidiary that Buyer directly or indirectly holds all of such counsel the equity interests in other than equity interests held by another Person for purposes of Local Holding Requirements) and (B) is for the Holder as purpose of Buyer’s internal tax planning. Buyer shall be reasonably acceptable ensure that each Approved Spin-Out Transferee (if any) shall not, and shall cause its Affiliates not to Transfer any Transferred Assets unless the Company, to the effect that the proposed transfer requirements specified in each of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the CompanySection 2.17(b)(i) or 2.17(b)(ii) are satisfied. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. (a) Notwithstanding The Investor agrees not to make any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence disposition of all or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions any portion of the Securities Act Shares unless and applicable state law until the transferee has agreed in respect writing for the benefit of the transfer Company to be bound by the terms of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel Agreement and: (as such opinion and such counsel are described i) There is then in Section 4(b) hereof) or until effect a registration of such Warrant Shares statement under the Securities Act has become effective or after covering such proposed disposition and such disposition is made in accordance with such registration statement; or (a) The Investor shall have notified the Company of the proposed disposition and shall have furnished the Company with a sale detailed statement of the circumstances surrounding the proposed disposition, and (b) if reasonably requested by the Company, the Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Warrant or Warrant Shares has been consummated shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 under except in unusual circumstances. (iii) Notwithstanding the Securities Actprovisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Investor to its stockholders in accordance with their interest in the corporation, provided the transferee agrees in writing to be subject to the terms of this Agreement to the same extent as if it, he or she were the original Investor hereunder. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange Registrable Securities shall (unless otherwise permitted by the provisions of this Warrant shall bear the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following legend, unless (in addition to any legend required under applicable state securities laws or as provided elsewhere in the opinion of counsel referred to in Section 4(b) states such legend is not required: “Agreement): THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE "ACT") AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE COMPANY OF AN ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO IT THAT THE ISSUER OF THESE SECURITIES, SUCH TRANSFER OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933IN COMPLIANCE THEREWITH. (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, AS AMENDEDqualification or legend.” (d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Each Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence stamped or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance otherwise imprinted with the provisions of legend set forth on the Securities Act and applicable state law in respect of the transfer first page of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities ActWarrant. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each stock certificate representing Warrant Shares issued upon exercise shall be stamped or exchange of this Warrant shall bear otherwise imprinted with the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT MUST BE TRANSFERRED EXCEPT UPON DELIVERY HELD INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER SAID ACT AND LAWS OR DISPOSED OF PURSUANT TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT EXEMPTION FROM SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933REQUIREMENTS. (c) The Warrantholders agree that prior to any transfer of this Warrant each Warrantholder with give written notice to the Company of its intention to effect such a transfer, AS AMENDEDdescribing such intended transfer, and that such Warrantholder will not sell or transfer any or all of this Warrant without first delivering to the Company (i) an opinion of counsel for the Company or an opinion, reasonably satisfactory to counsel for the Company, of Buchalter, Nemer, Fields & younger, a Professional Corporation, or other counsel skilled in securities matters (selected by such Warrantholder and reasonably satisfactory to the Company), to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Securities Act and in compliance with applicable state securities laws or (ii) an interpretative letter from the Securities and Exchange Commission (the "Commission") to the effect that the proposed transfer may be made without registration under the Securities Act; and (iii) an agreement by the transferee to be bound by the provisions of this Warrant, including, without limitation, this Section 9 relating to transfers, and restrictions on transfers, of the Warrants and Warrant Shares; provided, however, that the provisions of this Paragraph 9 shall not apply with respect to any Warrants as to which there is a registration statement in effect under the Securities Act at the time of the proposed transfer.”

Restrictions on Transfer. Issuance of Supplemental -------------------------------------------------- Certificates. At any time the Seller may sell, transfer, assign, participate, ------------ pledge or otherwise dispose of the Seller Interest (aor any interest therein) Notwithstanding any provisions contained in this Warrant or may direct the Owner Trustee to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained issue a certificate representing an interest in the following sentence Seller Interest (a "Supplemental Certificate"). The form and terms of any interest in ------------------------ the Seller Interest or any Supplemental Certificate held by each such additional holder shall be defined in a supplement (a "Seller Interest Supplement") to this -------------------------- Agreement (which Seller Interest Supplement shall be subject to Section 10.1 to ------------ the extent that it amends any of the terms of this Agreement) to be delivered to or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions order of the Securities Act and applicable state law in respect Seller. The sale, transfer, assignment, participation, pledge or other disposition of the transfer Seller Interest (or any interest therein) to any Person other than an Affiliate of this Warrant Seller or the issuance of any such Warrant Shares. The Holder Supplemental Certificate to any Person other than an Affiliate of Seller shall be subject to satisfaction of the following conditions: (i) on or before the fifth day immediately preceding the issuance, the Seller shall have given the Owner Trustee, the Servicer, the Indenture Trustee and each Rating Agency notice (unless such notice requirement is otherwise waived) of such action; (ii) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee the related Seller Interest Supplement in form satisfactory to the Owner Trustee and the Indenture Trustee, executed by acceptance of this Warrant agrees that each party hereto; (iii) the Holder Rating Agency Condition shall have been satisfied with respect to such action; (iv) such action will not transfer this Warrant or result in any Adverse Effect and the related Warrant Shares prior to delivery Seller shall have delivered to the Company of Owner Trustee and the Indenture Trustee an opinion of Officer's Certificate, dated the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration date of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, action to the effect that the proposed transfer Seller reasonably believes that such action will not, based on the facts known to such officer at the time of this Warrant and/or such Warrant Shares may be effected without certification, have an Adverse Effect and that all other conditions to such action have been satisfied; (v) the Seller shall have delivered to the Owner Trustee and Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion, dated the date of such action with respect to such action and Opinions of Counsel to the effect that (A) such action will not subject the Trust to any state income tax or to the Illinois Personal Property Replacement Tax, and (B) such action, assignment, participation, pledge or other disposition does not require registration of the interest under the Securities Act. Upon delivery Act or any state securities law except for any such registration that has been duly completed and become effective; and (vi) the Aggregate Principal Balance shall not be less than the Minimum Aggregate Principal Balance, as of the date of such notice and opinion action after giving effect to such action. Notwithstanding the foregoing, any Supplemental Certificate or any interest in the Seller Interest held by the Seller or any other Person at any time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the CompanyOwner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the Holder shall be entitled case may be, with respect to such transfer this Warrant and/or such Warrant Shares in accordance or exchange, and compliance with the intended method of disposition specified in the notice to the Companyany applicable Seller Interest Supplement. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. Exchanging Shareholder agrees as follows: (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares Exchanging Shareholder agrees that he shall not be transferable sell, assign, convey, hypothecate or in any other manner transfer any of the shares of Holding Common Stock or shares of Holding Preferred Stock except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of the Securities 1933 Act and any applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Actsecurities laws. (b) The Holder, by its acceptance hereof, Exchanging Shareholder agrees that prior to making any transfer disposition of this Warrant any Holding Common Stock or of the related Warrant Shares Holding Preferred Stock (other than as permitted by Section 4(aa disposition to Holding Company) hereof or pursuant to a registration under the Securities Act), the Holder Exchanging Shareholder will give written notice to Holding company describing the Company manner of its intention such proposed disposition. Exchanging Shareholder further agrees not to effect such transferproposed disposition until either (i) Holding Company has notified Exchanging Shareholder that, together with an in the opinion of Holding Company's counsel, no registration of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration Holding Common Stock or Holding Preferred Stock under the Securities Act1933 Act or registration or qualification under the securities or Blue Sky laws of any state is required in connection with such proposed disposition, or (ii) a registration statement under the 1933 Act covering such proposed disposition has been filed by Holding Company under the Act and has become effective and compliance with applicable state securities or Blue Sky laws has been effected. Upon delivery Holding Company shall respond as promptly as reasonably practicable to any notice of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Companysale given hereunder. (c) Each certificate representing Warrant Shares the shares of Holding Common Stock and Holding Preferred Stock issued upon exercise or exchange of pursuant to this Warrant Agreement shall bear legends in substantially the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredform: “THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND OR THE SECURITIES ACT OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED PLEDGED OR HYPOTHECATED EXCEPT UPON DELIVERY PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (ii) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW RELATING TO THE COMPANY DISPOSITION OF SECURITIES, INCLUDING RULE 144, PROVIDED AN OPINION OF COUNSEL IS FURNISHED, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT ROLLER BEARING HOLDING COMPANY, INC. (THE "COMPANY") THAT SUCH TRANSFER AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS EXEMPT AVAILABLE. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED WITHIN ONE YEAR FROM REGISTRATION UNDER THE SECURITIES ACT DATE OF 1933, AS AMENDEDPURCHASE EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 204.011 OF THE PENNSYLVANIA BLUE SKY REGULATIONS.” (d) Pennsylvania law also requires the following legend to appear in this Agreement.

Restrictions on Transfer. The Subscriber hereby agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) Notwithstanding any provisions contained in this Warrant to a registration statement on the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions of appropriate form under the Securities Act and applicable state law in securities laws with respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Securities proposed to be transferred shall then be effective or (b) the Company of has received an opinion of counsel for the Holder’s counsel (as Company that such opinion and registration is not required because such counsel are described in Section 4(b) hereof) or until transaction is exempt from registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under and the rules promulgated by the Securities Act. and Exchange Commission (bthe “Commission”) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration thereunder and under all applicable state securities laws. All certificates representing the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder shall have endorsed thereon a legend substantially as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredfollows: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT UPON DELIVERY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER (WHICH THE COMPANY MAY WAIVE), IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933AVAILABLE.” The legend set forth above shall be removed and the Company shall issue to the Subscriber a new certificate therefore free of any transfer legend if (i) the Subscriber shall have received an opinion of counsel, AS AMENDEDin form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the Securities Act, which opinion shall be reasonably accepted by the Company so that the sale or transfer is effected.”

Restrictions on Transfer. I understand that (ai) Notwithstanding the Shares have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any provisions contained in state or the federal government has recommended or endorsed this Warrant Offering or made any finding or determination relating to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained fairness of an investment in the following sentence or upon Company and (iii) the conditions specified in Company is relying on my representations and agreements for the purpose of determining whether this Section 4, which conditions are intended, among other things, to insure compliance with transaction meets the provisions requirements of the exemptions afforded by the Securities Act and applicable certain state law in respect of the transfer of this Warrant or such Warrant Sharessecurities laws. The Holder by acceptance of this Warrant agrees I acknowledge that the Holder Shares, when issued, will be subject to restrictions on transferability and may not transfer this Warrant be resold, assigned or the related Warrant Shares prior to delivery to the Company otherwise disposed of an opinion of the Holder’s counsel (as such opinion and such counsel unless they are described in Section 4(b) hereof) or until registration of such Warrant Shares subsequently registered under the Securities Act has become effective and under applicable securities laws of certain states or after a sale of an exemption from such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under registration is available. I further acknowledge that, notwithstanding the Securities Act. (b) The HolderCompany’s commitment herein, by its acceptance hereof, agrees there can be no assurance that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel will file any registration statement for the Holder as shall securities I am purchasing, that such registration statement, if filed, will be reasonably acceptable to the Companydeclared effective or, to the effect if declared effective, that the proposed transfer of this Warrant and/or such Warrant Company will be able to keep it effective until I sell the securities registered thereon. I understand that each certificate evidencing the Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall will bear the following legend, unless the opinion of counsel referred legends substantively similar to in Section 4(b) states such legend is not requiredthat set forth below: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED EXCEPT UPON DELIVERY TO OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY’S SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT WITH THE HOLDER SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE SHARES. A COPY OF SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE. SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDSUCH SECURITIES.”

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to 3.1 The Purchaser understands that the contrary, this Warrant Shares and the related shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4, which conditions Shares") are intended, among other things, to insure compliance "restricted securities" with the provisions meaning of the Securities Act and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares Rule 144 promulgated under the Securities Act has become effective or after a sale of such Warrant or 1933, as amended (the "Act"). 3.2 The Purchaser understands that the certificates representing the Shares, the Warrants and the Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than will bear a restrictive legend thereon substantially as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredfollows: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS, AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE ACT. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO SOLD, PLEDGED, TRANSFERRED, DISTRIBUTED OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER THE COMPANY OF ACT AND ANY APPLICABLE SECURITIES LAWS, OR UNLESS THE REQUEST FOR TRANSFER IS ACCOMPANIED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY, STATING THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND ANY OTHER SECURITIES ACT OF 1933LAWS." 3.3 The Purchaser understands that upon exercise of the Warrants, AS AMENDEDthe Company will direct the transfer agent for the Common Stock to place a stop transfer instruction against the certificates representing the Warrant Shares and will instruct the transfer agent to refuse to effect any transfer thereof in the absence of a registration statement declared effective by the Securities and Exchange Commission ("SEC") with respect to the Warrant Shares or a favorable opinion of counsel, satisfactory to the Company, that such transfer is exempt from registration under the Act and any other applicable state securities laws ("Other Securities Laws").” 3.4 The Purchaser understands that, except as otherwise provided herein, the Purchaser will have no rights whatsoever to request, and that the Company is under no obligation whatsoever to furnish, a registration of the Shares, Warrants or Warrant Shares under the Act or any Other Securities Laws.

Restrictions on Transfer. (a) Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant This Equity Consideration Certificate and the related Warrant Shares shall Holder's rights hereunder may be transferred, assigned or subjected to a pledge or security interest by surrender of this Equity Consideration Certificate with a properly executed Assignment (in the form of Exhibit A hereto) at the principal office of the Company. Unless the Company reasonably determines, on the written advice of outside counsel, that the proposed assignment is not be transferable except permitted pursuant to the proviso requirements of applicable securities law, the Company will register the assignment of this Equity Consideration Certificate in accordance with the information contained in the following sentence Assignment and will, without charge, execute and deliver a new Equity Consideration Certificate, or upon Certificates, in the conditions specified in this Section 4, which conditions are intended, among other things, to insure compliance with the provisions name of the Securities Act assignee or assignees named in such assignment instrument and applicable state law in respect of this Equity Consideration Certificate will promptly be cancelled. Conditions to the transfer of this Warrant Equity Consideration Certificate or such Warrant Shares. The Holder by acceptance of this Warrant agrees any portion thereof will be that (i) the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery must deliver to the Company of an opinion of the Holder’s counsel (as such opinion counsel, reasonably satisfactory in form and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable substance to the Company's counsel, to the effect that the proposed transfer will not be in violation of the Act or of any applicable state law and that (ii) the proposed transferee deliver to the Company his, her or its written agreement to accept and be bound by all of the terms and conditions of this Warrant and/or such Warrant Shares may Equity Consideration Certificate and the Financing Agreement. The date the Company initially issues this Equity Consideration Certificate will be effected without registration deemed to be the "Date of Issuance" of this Equity Consideration Certificate regardless of the number of times new certificates representing rights formerly represented by this Equity Consideration Certificate are issued. This Equity Consideration Certificate has not been registered under the Securities Act. Upon delivery of such notice and opinion , and, except in the limited instance described in the above paragraph, may not be sold, pledged, distributed, offered for sale, transferred or otherwise disposed unless there is (i) an effective registration statement as to the Companysecurities comprising the Primary Equity Consideration or the Alternate Equity Consideration under the Act, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. or (cii) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the an opinion of counsel referred for Company to in Section 4(b) states the effect that such legend registration is not not, under the circumstances, required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Restrictions on Transfer. I understand that (ai) Notwithstanding neither the Notes or Common Stock nor the shares of common stock issuable upon conversion of the Notes (if any), have been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any provisions contained in state or the federal government has recommended or endorsed this Warrant Offering or made any finding or determination relating to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained fairness of an investment in the following sentence or upon Company, and (iii) the conditions specified in Company is relying on my representations and agreements for the purpose of determining whether this Section 4, which conditions are intended, among other things, to insure compliance with transaction meets the provisions requirements of the exemptions afforded by the Securities Act and applicable certain state law in respect of the transfer of this Warrant or such Warrant Sharessecurities laws. The Holder by acceptance of this Warrant agrees I acknowledge that the Holder will Notes, Common Stock and the shares of common stock underlying the Notes are subject to restrictions on transferability and may not transfer this Warrant be resold, assigned or the related Warrant Shares prior to delivery to the Company otherwise disposed of an opinion of the Holder’s counsel (as such opinion and such counsel unless they are described in Section 4(b) hereof) or until registration of such Warrant Shares subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I further acknowledge that, although the Company has become effective or after agreed to file a sale Registration Statement covering the resale by me of such Warrant or Warrant Shares has been consummated the Common Stock and of the shares underlying the Note, (i) there is no assurance that the Company will do so, (ii) the registration rights granted to me pursuant to Rule 144 under Section 7 of Schedule 1 are substantially limited, (iii) such Registration Statement, if filed, may not be declared effective or, (iv) if declared effective, the Securities Act. (b) The HolderCompany may not be able to keep it effective until I effect the resale of securities registered thereby. I understand that the certificates evidencing the Notes, by its acceptance hereof, agrees that prior to any transfer Common Stock and the shares of this Warrant or common stock issuable upon conversion of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder Notes will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend, unless the opinion of counsel referred to in Section 4(b) states such legend is not requiredlegends set forth below: “"THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND AMENDED ("ACT") OR APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED EXCEPT UPON DELIVERY TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY OF RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO IT THE COMPANY, THAT SUCH TRANSFER REGISTRATION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDNOT REQUIRED.”"