Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”

Restrictive Legend. The Holder, by acceptance In order to reflect the restrictions on disposition of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements Units as set forth on in this Agreement, the face of this Warrant and further agrees that such Holder shall not offercertificates for the Units will be endorsed with a restrictive legend, sell including without limitation one or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation both of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following formfollowing: “THE UNITS REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED AND SOLD ONLY IF SO REGISTERED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A AN EXEMPTION FROM REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER AVAILABLE. THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) HOLDER OF THESE UNITS MAY BE REQUIRED TO DELIVER TO THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDCOMPANY, IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY) TO THE EFFECT THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (OR QUALIFICATION UNDER STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE UNITS THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). THE COMPANY WILL FURNISH WITHOUT CHARGE TO SUCH EFFECT HAS BEEN RENDERED EACH HOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE UNITS. THE UNITS EVIDENCED HEREBY ARE SUBJECT TO AN OPERATING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY). FOR ALL PURPOSES, THIS CERTIFICATE AND THE UNITS IT REPRESENTS SHALL BE DEEMED A SECURITY OR SECURITIES GOVERNED BY COUNSELARTICLE VIII OF THE UNIFORM COMMERCIAL CODE.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects Stop transfer instructions will be placed with the provisions of this Section 8 transfer agent for the Securities, and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in may be placed on any certificate representing the Securities substantially to the following formeffect: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE REGULATION D UNDER THE ACT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REGISTERED UNDER THE ACT AND ANY STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, WITHOUT THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY OF COUNSEL ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY COUNSELTHE COMPANY IN ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION IS NOT REQUIRED.”

Restrictive Legend. The Holdercertificate or certificates representing the Shares shall bear the following legends, as required by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section Article 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following formBylaws: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AGAINST TRANSFER UNDER A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BY THIS CORPORATION AND ITS SHAREHOLDERS, EFFECTIVE AS OF FEBRUARY 25, 2007, A COPY OF WHICH IS ON FILE AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. A COPY OF SUCH AGREEMENT WILL BE FURNISHED TO THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.” “THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF. THEY MAY NOT BE OFFERED FOR SALE, OR SOLD, PLEDGEDAND NO TRANSFER OF THEM MAY BE MADE, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I1) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II2) THE TRANSACTION THERE IS EXEMPT AVAILABLE AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDSUCH LAWS FOR SUCH OFFER, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSALE OR TRANSFER.”

Restrictive Legend. The Holder, Each certificate representing Registrable Securities shall (unless otherwise permitted by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act1.4 below) shall be stamped or otherwise imprinted with a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND . SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (I) A REGISTRATION STATEMENT COVERING WHICH MAY BE COUNSEL FOR THE COMPANY), OR OTHER EVIDENCE, REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SALE OR (II) THE TRANSACTION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER OF THE ACT SECURITIES ACT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDSHAREHOLDER, IF A COPY OF WHICH IS ON FILE WITH THE COMPANY REQUESTSSECRETARY OF THE COMPANY.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET STAND-OFF AGREEMENT IN THE EVENT OF A PUBLIC OFFERING, AN OPINION SATISFACTORY TO A COPY OF WHICH IS ON FILE WITH THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECRETARY OF THE COMPANY.”” Each Holder 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 1.

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SALE OR (II) THE TRANSACTION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER OF THE ACT AND ACT. UPON THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDFULFILLMENT OF CERTAIN OF SUCH CONDITIONS DEEP DOWN, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY INC. HAS AGREED TO DELIVER TO THE COMPANY HOLDER HEREOF A NEW CERTIFICATE NOT BEARING THIS LEGEND FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. A COPY OF THE AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELTHE SECRETARY OF DEEP DOWN, INC.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares All stock certificates representing shares issued upon exercise of this Warrant (the Option shall, unless registered under otherwise determined by the Act) shall be stamped or imprinted with Board, have affixed thereto a legend substantially in substantially the following form: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT AMONG EPL HOLDINGS, INC., EPL INTERMEDIATE, INC. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. THE HOLDER OF THIS WARRANT CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE FOR THESE SHARES UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OF 1933 OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELOF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees Each certificate representing a Note or a Warrant shall bear the following or similar legend (in addition to comply in all respects with the provisions of this Section 8 and the such other restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell legends as are required or otherwise dispose of this Warrant deemed advisable under any applicable law or any Warrant Shares other agreement to be issued upon exercise hereof except under circumstances that will not result in which the Company is a violation of the Actparty): "THE TRANSFER OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT SECURITY HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, SOLDPLEDGED, PLEDGEDASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SAID ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) Each certificate representing Restricted Securities shall be stamped or otherwise imprinted with a legend substantially in substantially the following formform (unless otherwise permitted or unless the Registrable Securities evidenced by such certificate shall have been registered under the Securities Act), in addition to any legend required under applicable state securities laws: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED SALE IN THE ABSENCE OF SUCH REGISTRATION OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY AND THE HOLDER OF SUCH EFFECT HAS BEEN RENDERED BY COUNSELSHARES, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE FROM THE COMPANY. Upon request of a Holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if, with such request, the Company receives the opinion referred to in Section 9(b) to the effect that any transfer by such Holder of Registrable Securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion shall be required.”

Restrictive Legend. The HolderAll shares of the Series A Preferred Stock, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 ------------------ Series B Preferred Stock and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares Series C Preferred Stock to be delivered hereunder shall be issued upon exercise hereof except pursuant to an exemption from registration under circumstances that will not result in a violation Section 4(2) of the ActSecurities Act of 1933, as amended, inasmuch as such shares will be issued for investment purposes without a view to distribution. This Warrant All shares of the Series A Preferred Stock, the Series B Preferred Stock and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) Series C Preferred Stock to be delivered hereunder shall be stamped or imprinted with bear a restrictive legend in substantially the following form: “"THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITIES ACT.”"

Restrictive Legend. The Holder6.1.1 Except as otherwise provided in this section 6, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares each certificate for Common Stock issued upon exercise of this Warrant (unless registered under the Act) Warrant, and each certificate for Common Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS OR THE RULES AND REGULATIONS THEREUNDER." 6.1.2 Except as otherwise provided in this section 6, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS BY REASON OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) UNLESS, IN THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDOPINION OF COUNSEL TO AMERICA'S DOCTOR, IF THE COMPANY REQUESTSINC., AN OPINION SATISFACTORY TO THE COMPANY TO EXEMPTION FROM SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS AVAILABLE.”"

Restrictive Legend. The HolderHolder understands that, by acceptance except as otherwise specified pursuant to Section 6(g)(ii), the certificates representing shares of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the Series B-2 Preferred Stock shall bear a restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of such certificates): “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS LAWS. THE SECURITIES REPRESENTED HEREBY AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED FOR SOLD, TRANSFERRED OR AS-SIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF” SALE SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, SOLDTRANSFER, PLEDGEDENCUMBRANCE, HYPOTHECATED ASSIGNMENT OR OTHERWISE TRANSFERRED OTHER DISPOSITION TO REQUIRE THE DELIVERY OF REASONABLE AND CUSTOMARY CERTIFICATIONS, OPINIONS OF COUNSEL AND/OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELEACH OF THEM.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Each certificate representing Shares shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in bear substantially the following form: “legends (in addition to any legends required under applicable state securities laws): THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING IN EFFECT WITH RESPECT TO THE SHARES UNDER SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH EFFECT HAS BEEN RENDERED ACT. THE SHARES REPRESENTED BY COUNSELTHIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A TERMINATION, AMENDMENT AND LICENSE AGREEMENT DATED JULY 19, 2000 (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY). Notwithstanding the above, XX-XX (or any authorized subsequent holder of the Shares) may request that UDC remove any such legend from the certificate(s) evidencing the Shares or issue to XX-XX (or to such holder) new certificate(s) therefor that are free of such legend if, with such request, UDC shall have received an opinion of counsel, which opinion is reasonably satisfactory to UDC, to the effect that any transfer by XX-XX (or said holder) of the Shares will not violate the securities laws of the United States or any applicable state laws.”

Restrictive Legend. The HolderPurchaser acknowledges and agrees that, by acceptance of this Warrant, agrees to comply in all respects with until such time as the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Securities shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless have been registered under the Act) Securities Act or the Purchaser demonstrates to the reasonable satisfaction of the Company and its counsel that such registration shall no longer be stamped or imprinted with required, such Securities may be subject to a stop-transfer order placed against the transfer of such Securities, and such Securities shall bear a restrictive legend in substantially the following form: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH AS TO THE SECURITIES IS EFFECTIVE UNDER THE SAID ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The Purchaser further acknowledges and agrees that the certificates evidencing the Series C Preferred Stock shall bear a restrictive legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELCERTAIN RESTRICTIONS UNDER AN ASSET SALE AGREEMENT DATED NOVEMBER 19, 2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AMERICAN LEISURE HOLDINGS, INC.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply 6.1.1 Except as otherwise provided in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer6, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares each certificate for Preferred Stock issued upon exercise of this Warrant (unless registered under the Act) Warrant, each certificate for Common Stock issued upon conversion of any such Preferred Stock and each certificate for Preferred Stock or Common Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “"THE SHARES REPRESENTED BY THIS WARRANT AND CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ISSUABLE UPON EXERCISE ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE SHARES REPRESENTED BY THIS WARRANT HAVE CERTIFICATE MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS OR THE RULES AND REGULATIONS THEREUNDER." 6.1.2 Except as otherwise provided in this Section 6, each Warrant or share of Preferred Stock or Common Stock issuable upon conversion thereon, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS BY REASON OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) UNLESS, IN THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTSOPINION OF COUNSEL TO XXXXXXXXXXXXXX.XXX. INC., AN OPINION SATISFACTORY TO THE COMPANY TO EXEMPTION FROM SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS AVAILABLE.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: form (together with any additional legends that are required by the Company’s Bylaws): “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF UNLESS THE COMPANY REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH EFFECT HAS BEEN RENDERED RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY COUNSELTHIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT, AMONG THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Restrictive Legend. The HolderAll certificates representing the Shares deliverable to the Purchaser hereunder and any certificates subsequently issued with respect thereto or in substitution therefor, by acceptance unless a sale, transfer or other disposition is executed pursuant to one or more of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements alternative conditions set forth on in Section 4(f) shall have occurred, or unless the face conditions of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose paragraph (k) of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered Rule 144 promulgated under the Act) Securities Act shall be stamped or imprinted with have been satisfied, shall bear a legend substantially as follows, in substantially addition to any legend the following formCompany determines in its sole judgment is required pursuant to any applicable legal requirement: “"THE SHARES REPRESENTED BY THIS WARRANT AND CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE SECURITIES ISSUABLE UPON EXERCISE REQUIREMENTS OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OTHER CONDITIONS SPECIFIED IN THAT CERTAIN COMMON STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 4, 2000 AND FOREIGN LAW ANDTHAT CERTAIN REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 4, IF THE COMPANY REQUESTS2000, AN OPINION SATISFACTORY COPIES OF EACH OF WHICH RAINING DATA CORPORATION WILL FURNISH, WITHOUT CHARGE, TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELHOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR" The Company, at its discretion, may cause a stop transfer order to be placed with its transfer agent(s) with respect to the certificates for the Shares but not as to the certificates for any part of the Shares as to which said legend is no longer appropriate when one or more of the alternatives set forth in Section 4(f) shall have been satisfied.”

Restrictive Legend. The HolderEach note, certificate or other instrument evidencing the Notes issued by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) Company shall be stamped or otherwise imprinted with a legend in substantially the following formforms: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR FOREIGN SECURITIES LAWS AND PARTICIPATION HEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM FROM, OR NOT SUBJECT TO, REGISTRATION. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER SECURITIES EVIDENCED BY THIS INSTRUMENT ARE SUBJECT TO THE ACT TERMS OF A CERTAIN NOTE PURCHASE AGREEMENT DATED AS OF NOVEMBER 19, 2007 AMONG RIO VISTA PXXXX LLC AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE HOLDERS IDENTIFIED THEREIN, AND FOREIGN LAW ANDTCW ASSET MANAGEMENT COMPANY, IF AS ADMINISTRATIVE AGENT, A COPY OF WHICH IS ON FILE AT THE OFFICES OF TCW ASSET MANAGEMENT COMPANY REQUESTS, AN OPINION SATISFACTORY AND WILL BE FURNISHED BY TCW ASSET MANAGEMENT COMPANY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELHOLDER HEREOF UPON REQUEST.”” Notwithstanding the foregoing, the restrictive legend set forth above shall not be required after the date on which the securities evidenced by such note, certificate or other instrument bearing such restrictive legend no longer constitute Restricted Notes, and upon the request of the Holder of such Notes, Company, without expense to the Holder, shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend otherwise required to be borne thereby.

Restrictive Legend. The Holder, by acceptance Each certificate for Warrant Stock initially issued upon the exercise of this Warrant, agrees and each certificate for Warrant Stock issued to comply in all respects with the provisions any subsequent transferee of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that any such Holder shall not offercertificate, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND "THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AS AMENDED, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGEDASSIGNED OR TRANSFERRED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SAID ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF UNLESS THE COMPANY REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY (WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY) THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED." "THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT DATED AS OF JULY 19, 2002, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH EFFECT HAS BEEN RENDERED AGREEMENT MAY BE OBTAINED AT NO COST BY COUNSELWRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Each certificate representing Merger Shares shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in bear substantially the following form: “legend (in addition to any legends required under applicable securities laws): THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND SHARES MAY NOT BE OFFERED FOR SALESOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. And with respect to Affiliates of VCI, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) shall bear the following additional legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT APPLIES, AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW MAY ONLY BE TRANSFERRED (1) IN CONFORMITY WITH RULE 145, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (II3) IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE TRANSACTION ISSUER, IN FORM AND SUBSTANCE TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDOF 1933. The legends contained in this Section 6.14(g) shall be removed from a certificate in connection with any sale in compliance with the terms of this Agreement and pursuant to the Resale Registration Statement or a registration statement covered by Section 6.14(b), IF THE COMPANY REQUESTSor pursuant to Rule 144 (if accompanied by any legal opinion reasonably required by the HCC), AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELbut shall not be removed in any other circumstance without HCC's prior written consent (which consent shall not be unreasonably withheld or delayed and shall be granted if such legend is no longer appropriate).”

Restrictive Legend. The HolderEach certificate representing Registrable Securities ------------------ shall, by acceptance of this Warrant, agrees to comply except as otherwise provided in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer2 or in Section 3, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: “THIS WARRANT AND form (in addition to any legend required under applicable state securities laws): THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 1933 OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR FOREIGN RESALE. SUCH SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDDELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS IN THE ABSENCE OF (I1) A AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II2) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL, WHICH MAY BE THE IN-HOUSE COUNSEL FOR PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY, REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELTHAT AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (i) there is an effective registration statement covering the securities represented by such certificate, or (ii) with such request, the Company shall have received either the opinion referred to in Section 3(i) or the "no-action" letter referred to in Section 3(ii).”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF UNLESS THE COMPANY REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH EFFECT HAS BEEN RENDERED RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY COUNSELTHIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT AND/OR PREFERRED STOCK PURCHASE AGREEMENT, AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 Purchaser acknowledges and the restrictive legend requirements set forth on the face of this Warrant and further agrees that the Series F Shares, Warrants, and, until such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant time as the Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless have been registered under the Act) 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities or Shares shall be stamped or imprinted with bear a restrictive legend in substantially the following form: “THIS WARRANT form (and a stop-transfer order may be placed against transfer of any such Securities or Shares): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT HAVE CERTIFICATE [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE] NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE 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 IS QUALIFIED UNDER IN ACCORDANCE WITH APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION SATISFACTORY OF COUNSEL TO THE COMPANY TRANSFEROR TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELEFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

Restrictive Legend. The HolderEach Bridge Note and certificate representing an Investor Warrant and, by acceptance of this Warrantif applicable, agrees an Exchange Warrant shall bear the following or similar legend (in addition to comply in all respects with the provisions of this Section 8 and the such other restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell legends as are required or otherwise dispose of this Warrant deemed advisable under any applicable law or any Warrant Shares other agreement to be issued upon exercise hereof except under circumstances that will not result in which the Company is a violation of the Actparty): "THE TRANSFER OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT SECURITY HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, SOLDPLEDGED, PLEDGEDASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SAID ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply 7.1.1 Except as otherwise provided in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer7, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares each certificate for Common Stock issued upon exercise of this Warrant (unless registered under the Act) Warrant, and each certificate for Common Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS OR THE RULES AND REGULATIONS THEREUNDER." 7.1.2 Except as otherwise provided in this Section 7, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS BY REASON OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF IN ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) UNLESS, IN THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDOPINION OF COUNSEL TO AMERICA'S DOCTOR, IF THE COMPANY REQUESTSINC., AN OPINION SATISFACTORY TO THE COMPANY TO EXEMPTION FROM SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS AVAILABLE.”"

Restrictive Legend. The HolderEach certificate representing shares of Restricted Stock as initially issued, by acceptance of this Warrantand, agrees to comply except as otherwise provided in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer3, sell or otherwise dispose of this Warrant or any Warrant Shares to be each certificate issued upon exercise hereof except under circumstances that will not result in a violation exchange or transfer of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) any Restricted Stock, has been or shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: “"THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"FEDERAL ACT”"), OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT AND HAVE BEEN ISSUED OR FOREIGN SOLD IN RELIANCE ON STATUTORY EXEMPTIONS CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE SECURITIES LAWS AND LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) DISPOSED OF EXCEPT IN A REGISTRATION STATEMENT COVERING SUCH SECURITIES TRANSACTION WHICH IS EFFECTIVE EXEMPT UNDER THE FEDERAL ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND FOREIGN LAW OR (II) LAWS; IN THE CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSACTION IS EXEMPT FROM AND DOES NOT REQUIRE SUCH REGISTRATION OF THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSHARES.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all any Warrant Shares issued upon transfer or partial exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following formlegend, in addition to any legend required under applicable state securities laws: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN SECURITIES LAWS OTHER JURISDICTION AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE ASSIGNED IN VIOLATION OF SUCH ACT AND LAWS OR THE PROVISIONS OF THIS WARRANT.” Each Share certificate representing Warrant Shares shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING IN VIOLATION OF SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW LAWS OR THE PROVISIONS OF THIS WARRANT.” Upon request of the holder of a Share certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel (IIincluding in-house counsel) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELreasonably acceptable to the Company to the effect that the securities evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares All stock certificates representing shares issued upon exercise of this Warrant (the Option shall, unless registered under otherwise determined by the Act) shall be stamped or imprinted with Board, have affixed thereto a legend substantially in substantially the following form: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT AMONG CHICKEN ACQUISITION CORP. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. THE HOLDER OF THIS WARRANT CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE FOR THESE SHARES UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OF 1933 OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELOF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects Acquiror acknowledges that stop transfer instructions will be placed with the provisions of this Section 8 transfer agent for the Securities, and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in may be placed on any certificate representing the Securities substantially to the following formeffect: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE REGULATION D UNDER THE ACT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REGISTERED UNDER THE ACT AND ANY STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, WITHOUT THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY OF COUNSEL ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY COUNSELTHE COMPANY IN ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION IS NOT REQUIRED.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply Except as otherwise provided in all respects with the provisions of this Section 8 and 2, each certificate for Warrant Shares initially issued upon the restrictive legend requirements set forth on the face exercise of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all each certificate for Warrant Shares issued upon exercise to any subsequent transferee of this Warrant (unless registered under the Act) any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED.”” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement executed by the Company for the benefit of the Holder dated as of June 20, 2008, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees Each Bridge Note and certificate representing an Investor Warrant shall bear the following or similar legend (in addition to comply in all respects with the provisions of this Section 8 and the such other restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell legends as are required or otherwise dispose of this Warrant deemed advisable under any applicable law or any Warrant Shares other agreement to be issued upon exercise hereof except under circumstances that will not result in which the Company is a violation of the Actparty): "THE TRANSFER OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT SECURITY HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, SOLDPLEDGED, PLEDGEDASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SAID ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: form (together with any additional legends that are required by the Stock Purchase Agreement): “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF UNLESS THE COMPANY REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH EFFECT HAS BEEN RENDERED RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY COUNSELTHIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT, AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) All certificates representing Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form: “form with respect to any Holder who cannot certify that it is not an Insider (to the extent such certification is required by the Plan): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT STOCK (AS DEFINED HEREIN) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS LAWS, AND ARE SUBJECT TO THE PROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER) SET FORTH IN THE WARRANT AGREEMENT BETWEEN EDISON BROTHERS STORES, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS WARRANT AGENT, DATED SEPTEMBER 26, 1997. THIS WARRANT AND THE WARRANT STOCK MAY NOT (AND THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT THIS WARRANT AND THE WARRANT STOCK MAY NOT AND WILL NOT) BE OFFERED FOR SALE, SOLDSOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING AND UNTIL SUCH SECURITIES IS EFFECTIVE UNDER THE ACT RESTRICTIONS ARE COMPLIED WITH AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT SUCH WARRANTS AND THE QUALIFICATION REQUIREMENTS WARRANT STOCK ARE REGISTERED UNDER APPLICABLE SUCH ACT, AND SUCH STATE AND FOREIGN LAW ANDLAW, IF THE COMPANY REQUESTS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 Purchaser acknowledges and the restrictive legend requirements set forth on the face of this Warrant and further agrees that the Notes, Warrants, and, until such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant time as the Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless have been registered under the Act) 1933 Act as contemplated hereby and sold in accordance with an effective Registration Statement, certificates and other instruments representing any of the Securities or Shares shall be stamped or imprinted with bear a restrictive legend in substantially the following form: “THIS WARRANT form (and a stop-transfer order may be placed against transfer of any such Securities or Shares): NEITHER THE ISSUANCE AND SALE OF THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT HAVE CERTIFICATE [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE] NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE 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 IS QUALIFIED UNDER IN ACCORDANCE WITH APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION SATISFACTORY OF COUNSEL TO THE COMPANY TRANSFEROR TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELEFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees So long as any Covered Securities are subject to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offerhereof, sell all certificates representing Covered Securities owned or otherwise dispose of this Warrant hereafter acquired by any Stockholder or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result transferee thereof bound by this Agreement shall bear legends stating in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following formsubstance: “THIS WARRANT AND THE "THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING IN EFFECT WITH THE RESPECT TO THE SECURITIES UNDER SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH EFFECT HAS BEEN RENDERED ACT AND APPLICABLE STATE SECURITIES LAWS." "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE STOCKHOLDERS' AGREEMENT OF THE CORPORATION DATED DECEMBER______________, 2003, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE CORPORATION), WHICH CONTAINS RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES EVIDENCED HEREBY, AND BY COUNSELACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID STOCKHOLDERS' AGREEMENT.”"

Restrictive Legend. The Holder(a) Except as otherwise provided in this Article IX, by acceptance each certificate for Warrant Shares initially issued upon the exercise of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all each certificate for Warrant Shares issued upon exercise to any subsequent transferee of this Warrant (unless registered under the Act) any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND "THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”), ) OR QUALIFIED UNDER ANY STATE OR FOREIGN THE SECURITIES LAWS AND OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDDELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO CORPORATION THAT SUCH EFFECT REGISTRATION IS NOT REQUIRED." (b) Except as otherwise provided in this Article IX, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT HAS NOT BEEN RENDERED BY COUNSELREGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH AND THE PROVISIONS OF THIS WARRANT.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with Each Seller understands that any certificates or other instruments representing the provisions of this Section 8 and the Class A Common Shares will bear a restrictive legend requirements as set forth on below; provided that any such legend shall be removed and Buyer shall cause Parent to issue a certificate without legend to the face holder or holders of this Warrant the Class A Common Shares, at Parent’s cost and further agrees expense, if (i) the Class A Common Shares are registered pursuant to an effective registration statement under the 1933 Act or (ii) in connection with a sale, assignment or other transfer, Parent receives an opinion of counsel, in a reasonably acceptable form, to the effect that such Holder shall not offersale, sell assignment or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation transfer of the Class A Common Shares may be made without registration under the applicable requirements of the 1933 Act and state law, including pursuant to Rule 144 promulgated under the 1933 Act. This Warrant and Each Seller understands that all Warrant certificates or other instruments representing the Class A Common Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially bear the following formrestrictive legend: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE 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 IS QUALIFIED UNDER IN ACCORDANCE WITH APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITIES LAWS.”

Restrictive Legend. 8.1 The HolderStock, by acceptance of this Warrantthe Warrants, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on certificates for the face Common Stock issuable upon conversion of this Warrant the Note and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any the Warrant Shares shall bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to be issued upon exercise hereof except under circumstances that will not result in a violation of this Agreement, including, without limitation, the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following formfollowing: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSFER IS IN ACCORDANCE WITH RULE 144 OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE SIMILAR RULE AS THEN IN EFFECT UNDER THE ACT AND IS QUALIFIED UNDER ACT, OR APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) UNLESS THE TRANSACTION CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER OF THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELACT.” 8.2 The Company need not register a transfer of shares bearing the restrictive legend set forth in this Section 8, unless the conditions specified in such legend are satisfied. The Company may also instruct its transfer agent not to register the transfer of such shares, unless one of the conditions specified in the legend set forth in this Section 8 is satisfied.

Restrictive Legend. The HolderEach certificate representing Preferred Shares or ------------------ Conversion Shares shall, by acceptance of this Warrantexcept as otherwise provided in Section 1.3, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: “THIS WARRANT AND "TRANSFER RESTRICTED THE SECURITIES ISSUABLE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE COMPANY AND A CERTAIN SHAREHOLDER. A COPY OF THE REGISTRATION RIGHTS AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON EXERCISE THE WRITTEN REQUEST OF THE HOLDER HEREOF. THE SHARES OF COMMON STOCK REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS ") AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I1) A THEY ARE REGISTERED UNDER THE ACT OR (2) THE HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER AND ITS COUNSEL, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) THE TRANSACTION THAT REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELOTHERWISE NOT REQUIRED.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Each certificate for Preferred Shares shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially contain the following formlegend: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER THE SECURITIES, OR "BLUE SKY," LAWS OF ANY STATE OR OTHER DOMESTIC OR FOREIGN JURISDICTION. THESE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION AND RESALE AND NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED HYPOTHECATED, TRANSFERRED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) DISPOSED OF EXCEPT PURSUANT TO A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE IN EFFECT UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER OTHER APPLICABLE STATE AND FOREIGN LAW LAWS OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED AND THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE FOR SUCH TRANSACTIONS UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS. The certificates shall also bear any additional legends that are required by, or are appropriate with respect to the rules and regulation of, any state, local, foreign or other securities authorities. The Company's transfer agent and registrar will maintain stop transfer instructions on record for the Preferred Shares until it has been notified by the Company, upon the advice of counsel, that such instructions may be waived. Such stop transfer instructions will limit the method of sale of the Preferred Shares, consistent with Securities and Exchange Commission (the "SEC") Rule 144 or other available exemptions from registration under the Securities Act of 1933, as amended. Any transfers will require an opinion of counsel reasonably satisfactory to the Company and its counsel prior to such transfers.”

Restrictive Legend. The HolderIn order to reflect the restrictions on transfer of the Shares, by acceptance of this Warrant, agrees to comply in all respects the stock certificates for the Shares will be endorsed with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following formlegends: “THIS WARRANT AND "THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR UNDER THE “ACT”), OR QUALIFIED UNDER SECURITIES ACT OF ANY STATE OR FOREIGN STATE. THE SECURITIES LAWS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALESALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT AND ANY APPLICABLE STATE LAWS, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (IB) A `NO ACTION' LETTER OF THE SECURITIES AND EXCHANGE COMMISSION AND APPROPRIATE STATE AUTHORITIES WITH RESPECT TO SUCH SALE OR OFFER, OR (C) SATISFACTORY ASSURANCES TO THE CORPORATION (WHICH MAY INCLUDE AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION) THAT REGISTRATION STATEMENT COVERING UNDER SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE LAWS IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR OFFER." "THE SHARES REPRESENTED BY THIS CERTIFCATE ARE SUBJECT TO A RIGHT OF ASSIGNMENT IN FAVOR OF THE COMPANY AS SET FORTH IN THAT CERTAIN AGREEMENT TO PROVIDE GUARANTY BETWEEN THE COMPANY AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT HOLDER HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELWITHOUT CHARGE.”"

Restrictive Legend. The Holder, Each certificate representing the Preferred Shares and Conversion Shares issued upon conversion of the Preferred Shares shall (unless otherwise permitted by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act8.4 below) shall be stamped or otherwise imprinted with a legend in substantially the following formlegend: “"THE PREFERRED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SECURITIES SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE CONVERSION OF THIS WARRANT THESE PREFERRED SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS LAW AND THE MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH FOR THE SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, PURSUANT TO AN OPINION SATISFACTORY OF COUNSEL ACCEPTABLE TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO, AND A BENEFICIARY OF, CERTAIN PROVISISONS SET FORTH IN A PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF OCTOBER 23, 2001; A COPY OF THE AGREEMENT EVIDENCING SUCH TERMS MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE.”"

Restrictive Legend. The Holder, Unless and until otherwise permitted by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face 12, each certificate for Warrants issued under this Agreement, each certificate for any Warrants issued to any transferee of this Warrant and further agrees that any such Holder shall not offercertificate, sell or otherwise dispose of this Warrant or each certificate for any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares Stock issued upon exercise of this any Warrant (unless registered under the Act) and each certificate for any Warrant Stock issued to any transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND "THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR REGISTERED OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED AT ANY TIME WHATSOEVER UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE REGISTERED UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) THE TRANSACTION AN EXEMPTION FROM SUCH REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS AVAILABLE, EXCEPT UPON DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF TO THE COMPANY REQUESTS, OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT AND TO ITS COUNSEL TO THE EFFECT HAS BEEN RENDERED BY COUNSELTHAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.”"

Restrictive Legend. The Holder, This Warrant and each Share shall (unless otherwise permitted by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act3.3) shall be stamped or imprinted with include a legend in substantially the following form: “Warrant Legend: THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHER THIS WARRANT NOR ANY INTEREST HEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE SECURITIES ISSUABLE UPON EXERCISE RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS WITH ARTICLE III OF THIS WARRANT. Share Legend: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER AND NEITHER THESE SHARES NOR ANY STATE OR FOREIGN SECURITIES LAWS AND INTEREST HEREIN MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE AN EXEMPTION THEREFROM UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SAID ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE RULES AND FOREIGN LAW ANDREGULATIONS THEREUNDER. BY ITS ACCEPTANCE HEREOF, IF THE COMPANY REQUESTSHOLDER OF THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THESE SHARES FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECT WITH ARTICLE III OF THE WARRANT DATED MAY __, AN OPINION SATISFACTORY 1997 PURSUANT TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELWHICH THESE SHARES WERE ISSUED.”

Restrictive Legend. The HolderExcept as otherwise provided in this Article IX, by acceptance each certificate for Class C Units (if certificates are to be issued in accordance with the terms of the LLC Agreement) initially issued upon the exercise of this Warrant, agrees and each certificate (if any) for Class C Units issued to comply in all respects with the provisions any subsequent transferee of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that any such Holder shall not offercertificate, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT AND OR UNLESS AN EXEMPTION FROM REGISTRATION IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR AVAILABLE (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF IN SUCH CASE, AS REASONABLY REQUESTED BY THE COMPANY REQUESTSCOMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE BOARD OF DIRECTORS SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELOFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (X) THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE FILM DEPARTMENT HOLDINGS LLC (“LLC AGREEMENT”), AND (X) THE OTHER TRANSACTION DOCUMENTS DESCRIBED IN THE LLC AGREEMENT, IN EACH SUCH CASE, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

Restrictive Legend. The HolderExcept as otherwise provided in this subsection (c), by acceptance of this Warrant, agrees to comply in all respects with each certificate for Warrant Shares initially issued upon the provisions of this Section 8 and the restrictive legend requirements set forth on the face exercise of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all each certificate for Warrant Shares issued upon exercise to any subsequent transferee of this Warrant (unless registered under the Act) any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN SECURITIES LAWS AND OTHER JURISDICTION. THEY MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS EXCEPT (IA) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE 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 IS QUALIFIED UNDER (B) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, ALL AS EVIDENCED BY A LEGAL OPINION TO SUCH EFFECT, WHICH OPINION AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELCOMPANY. Notwithstanding the foregoing, the legend requirements of this Section 6(c) shall terminate as to any particular Warrant Shares when the Warrant Shares are transferred pursuant to an effective resale registration statement, or the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 6(c) shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company a certificate for the Warrant Shares without the subject restrictive legends.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects Stop transfer instructions will be placed with the provisions of this Section 8 transfer agent for the Securities, and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in may be placed on any certificate representing the Securities substantially to the following formeffect: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE REGULATION D UNDER THE ACT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS REGISTERED UNDER THE ACT AND ANY STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, WITHOUT THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY OF COUNSEL ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY COUNSELTHE COMPANY IN ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION IS NOT REQUIRED.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with (a) Each certificate representing the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Registrable Securities shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with bear a legend substantially in substantially the following form: “"THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT COVERING AND UNTIL SUCH SECURITIES IS EFFECTIVE SHARES ARE REGISTERED UNDER THE SUCH ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." (b) In addition to the legend set forth in paragraph (a) of this Section 2.1, each certificate representing the Registrable Securities shall bear a legend substantially in the following form: "THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER __, 2004, BETWEEN THE COMPANY TO AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR THE REGISTERED OWNER'S PREDECESSOR IN INTEREST), AS MAY BE AMENDED, AND SUCH EFFECT HAS BEEN RENDERED BY COUNSELAGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICES OF THE COMPANY.”" A certificate shall not bear such legends if in the opinion of counsel satisfactory to the Company (it being agreed that each of Shearman & Sterling LLP and Kaye Scholer LLP shall be satisfactory) the securities represented thexxxx xxxx xxen registered under the Securities Act or may be publicly sold without registration under the Securities Act and any applicable state securities laws.

Restrictive Legend. Each certificate, instrument, or book entry representing any Shares issued after the date hereof shall be notated by the Company with a legend reading substantially as follows: “THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” The HolderCompany, by acceptance its execution of this WarrantAgreement, agrees that it will cause the certificates, instruments, or book entry evidencing the Shares issued after the date hereof to comply in all respects be notated with the provisions legend required by this Section 8.11, and it shall supply, free of charge, a copy of this Section 8 and Agreement to any holder of such Shares upon written request from such holder to the restrictive legend requirements set forth on Company at its principal office. The parties to this Agreement do hereby agree that the face of this Warrant and further agrees that such Holder shall not offerfailure to cause the certificates, sell instruments, or otherwise dispose of this Warrant or any Warrant book entry evidencing the Shares to be issued upon exercise hereof except under circumstances that will not result in a violation notated with the legend required by this Section 8.11 herein and/or the failure of the Act. This Warrant and all Warrant Shares issued upon exercise Company to supply, free of charge, a copy of this Warrant (unless registered under Agreement as provided hereunder shall not affect the Act) shall be stamped validity or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELenforcement of this Agreement.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE AN EXEMPTION THEREFROM UNDER THE ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND FOREIGN LAW OR RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (II) THE TRANSACTION IS EXEMPT A COPY OF WHICH MAY BE OBTAINED FROM THE REGISTRATION COMPANY AT NO CHARGE), AND PROSPECTUS DELIVERY REQUIREMENTS UNDER BY ACCEPTING ANY INTEREST IN SUCH SHARES THE ACT PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDPROVISIONS OF SUCH AGREEMENT. At the request of the Holder, IF THE COMPANY REQUESTSthe Company shall replace each such certificate with a certificate free of the (i) the first legend when the Company determines, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELupon advice of its counsel, that such legend is no longer legally required, and (ii) the second legend in connection with any transfer of the Shares represented by such certificate in a public offering or pursuant to Rule 144 of the Act (“Rule 144”).”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees So long as any Covered Securities are subject to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offerhereof, sell all certificates representing Covered Securities owned or otherwise dispose of this Warrant hereafter acquired by any Stockholder or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result transferee thereof bound by this Agreement shall bear legends stating in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following formsubstance: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH EFFECT HAS BEEN RENDERED ACT AND APPLICABLE STATE SECURITIES LAWS.” “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF THE CORPORATION DATED SEPTEMBER 30, 2008, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE CORPORATION), WHICH CONTAINS RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES EVIDENCED HEREBY, AND BY COUNSELACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID STOCKHOLDERS’ AGREEMENT.”

Restrictive Legend. The HolderHolder understands that, by acceptance except as otherwise specified pursuant to Section 6(d)(ii), the certificates representing shares of this Warrant, agrees to comply in all respects with the provisions of this Section 8 Series B-1 Preferred Stock and the Conversion Shares shall bear a restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: form (and a stop-transfer order consistent therewith may be placed against transfer of such certificates): “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS LAWS. THE SECURITIES REPRESENTED HEREBY AND THE SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED FOR SOLD, TRANSFERRED OR AS-SIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF” SALE SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, SOLDTRANSFER, PLEDGEDENCUMBRANCE, HYPOTHECATED ASSIGNMENT OR OTHERWISE TRANSFERRED OTHER DISPOSITION TO REQUIRE THE DELIVERY OF REASONABLE AND CUSTOMARY CERTIFICATIONS, OPINIONS OF COUNSEL AND/OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OTHER INFORMATION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELEACH OF THEM.”

Restrictive Legend. The HolderEach certificate representing Preferred Stock or Conversion Shares shall, by acceptance of this Warrantexcept as otherwise provided in Section 1.3, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: “THIS WARRANT AND "TRANSFER RESTRICTED THE SECURITIES ISSUABLE REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS (I) UPON EXERCISE TRANSFER PURSUANT TO AN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS, AND (II) PURSUANT TO AN AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN SHAREHOLDERS. A COPY OF THIS WARRANT THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND A COPY OF THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER HEREOF. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 1933 OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE SHARES UNDER THE THAT ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW OR (II) SECURITIES LAWS, UNLESS, IN THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELCOMPANY, AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with Parent and each Shareholder understand that the provisions of this Section 8 and certificates or other instruments representing the Xxxxxx Common Shares will bear a restrictive legend requirements as set forth on below; provided that any such legend shall be removed and Xxxxxx shall issue a certificate without legend to the face holder or holders of this Warrant the Xxxxxx Common Shares, at Xxxxxx'x cost and further agrees expense, if (i) the Xxxxxx Common Shares are registered pursuant to an effective registration statement under the 1933 Act or (ii) in connection with a sale, assignment or other transfer, Xxxxxx receives an opinion of counsel, in a reasonably acceptable form, to the effect that such Holder shall not offersale, sell assignment or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation transfer of the Xxxxxx Common Shares may be made without registration under the applicable requirements of the 1933 Act and state law, including pursuant to Rule 144 promulgated under the 1933 Act. This Warrant and Parent understands that all Warrant certificates or other instruments representing the Xxxxxx Common Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially bear the following formrestrictive legend: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE 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 IS QUALIFIED UNDER IN ACCORDANCE WITH APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITIES LAWS.”

Restrictive Legend. The Holder, by acceptance Each certificate for Warrant Shares initially issued upon the exercise of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all each certificate for Warrant Shares issued upon exercise to any subsequent transferee of this Warrant (unless registered under the Act) any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED RESOLD UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SUCH LAWS; OR (II) THE TRANSACTION IS EXEMPT FROM THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SAID ACT AND SUCH LAWS AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF RECIPIENT OF SUCH TRANSFER OR SALE EXECUTES AN AGREEMENT WITH THE COMPANY REQUESTS, AN OPINION SATISFACTORY OBLIGATING IT TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED ABIDE BY COUNSELCOMPARABLE RESTRICTIONS ON TRANSFER AND RESALE.”

Restrictive Legend. The HolderEach note, certificate or other instrument evidencing the Notes issued by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) Issuer shall be stamped or otherwise imprinted with a legend in substantially the following formforms: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR FOREIGN SECURITIES LAWS AND PARTICIPATION HEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM FROM, OR NOT SUBJECT TO, REGISTRATION. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER SECURITIES EVIDENCED BY THIS INSTRUMENT ARE SUBJECT TO THE ACT TERMS OF A CERTAIN NOTE PURCHASE AGREEMENT DATED AS OF AUGUST __, 2004 BETWEEN XXXXXX XXXXXX NORTH, LLC, THE PURCHASERS, THE COLLATERAL AGENT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE ADMINISTRATIVE AGENT (EACH AS DEFINED THEREIN), A COPY OF WHICH IS ON FILE AT THE OFFICES OF XXXXXX XXXXXX NORTH, LLC AND FOREIGN LAW ANDWILL BE FURNISHED BY XXXXXX XXXXXX NORTH, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY LLC TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELHOLDER HEREOF UPON REQUEST.”” Notwithstanding the foregoing, the restrictive legend set forth above shall not be required after the date on which the securities evidenced by such note, certificate or other instrument bearing such restrictive legend no longer constitute Restricted Notes, and upon the request of the Holder of such Notes, Issuer, without expense to the Holder, shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend otherwise required to be borne thereby.

Restrictive Legend. The HolderTriarc Certificates, by acceptance of when issued pursuant to this WarrantAgreement and, agrees to comply in all respects with if the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Triarc B-2 Election shall not offerhave been made, sell or otherwise dispose of this Warrant or any Warrant Shares to be when issued upon exercise hereof except under circumstances that will not result in a violation conversion of the Act. This Warrant and all Warrant Shares issued upon exercise shares of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially Triarc Class B-2 Common Stock, will contain the following formlegend: “THIS WARRANT AND NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE CONVERSION OF THIS WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), AND, ACCORDINGLY, MAY NOT BE, NOR MAY ANY INTEREST THEREIN BE, OFFERED OR QUALIFIED SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ANY 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 ACCORDANCE WITH APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEAS EVIDENCED BY, SOLDSUBJECT TO CERTAIN EXCEPTIONS, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN LEGAL OPINION SATISFACTORY OF COUNSEL TO THE COMPANY TRANSFEROR TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELEFFECT, IN FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

Restrictive Legend. The Holder(a) Except as otherwise provided in this Article IX, by acceptance each certificate for Warrant Shares initially issued upon the exercise of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all each certificate for Warrant Shares issued upon exercise to any subsequent transferee of this Warrant (unless registered under the Act) any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND "THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “"ACT”), ") OR QUALIFIED UNDER ANY STATE OR FOREIGN THE SECURITIES LAWS AND OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDDELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO CORPORATION THAT SUCH EFFECT REGISTRATION IS NOT REQUIRED." (b) Except as otherwise provided in this Article IX, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT HAS NOT BEEN RENDERED BY COUNSELREGISTERED UNDER THE SECURITIES ACT OF 1933 AS AmeNDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH AND THE PROVISIONS OF THIS WARRANT.”"

Restrictive Legend. The Holder, by acceptance Each certificate for Warrant Stock initially issued upon the exercise of this Warrant, agrees and each certificate for Warrant Stock issued to comply in all respects with the provisions any subsequent transferee of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that any such Holder shall not offercertificate, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AS AMENDED, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGEDASSIGNED OR TRANSFERRED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SAID ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF UNLESS THE COMPANY REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY (WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY) THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED." "THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT DATED AS OF JULY 19, 2002, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH EFFECT HAS BEEN RENDERED AGREEMENT MAY BE OBTAINED AT NO COST BY COUNSELWRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply Except as otherwise provided in all respects with the provisions of this Section 8 and 2, each certificate for Warrant Shares initially issued upon the restrictive legend requirements set forth on the face exercise of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all each certificate for Warrant Shares issued upon exercise to any subsequent transferee of this Warrant (unless registered under the Act) any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND THE THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED.”” Notwithstanding the foregoing, the legend requirement of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Amended and Restated Registration Rights Agreement between the Company and the Holder dated as of June 30, 2008, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Company without cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to Each Team Share will be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend substantially in substantially the following form: “THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EFFECTIVE UNLESS SUCH TRANSFER IS MADE (IA) A PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER IN COMPLIANCE WITH ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (IIB) THE TRANSACTION IS EXEMPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER ANY APPLICABLE STATE AND FOREIGN OR LOCAL SECURITIES LAW AND(INCLUDING WITHOUT LIMITATION THE DELIVERY OF A LEGAL OPINION FROM COUNSEL TO THE TRANSFEROR, REASONABLY SATISFACTORY, IF REQUESTED BY THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELCOMPANY). Each holder desiring to transfer a Team Share first must furnish Team with (i) a written opinion reasonably satisfactory to Team in form and substance from counsel reasonably satisfactory to Team by reason of experience to the effect that the holder may transfer the Team Shares as desired without registration under the Securities Act and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Team in form and substance agreeing to be bound by the recoupment provisions and the restrictions on transfer contained herein.”

Restrictive Legend. The HolderEach note, certificate or other instrument evidencing the Notes issued by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) Company shall be stamped or otherwise imprinted with a legend in substantially the following formforms: “THIS WARRANT AND THE "THESE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR FOREIGN SECURITIES LAWS AND PARTICIPATION HEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM FROM, OR NOT SUBJECT TO, REGISTRATION. THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY SECURITIES EVIDENCED BY THIS INSTRUMENT ARE SUBJECT TO THE TERMS OF A CERTAIN NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 19, 2007 AMONG COMPANY, THE HOLDERS IDENTIFIED THEREIN, AND TCW ASSET MANAGEMENT COMPANY, AS ADMINISTRATIVE AGENT, A COPY OF WHICH IS ON FILE AT THE OFFICES OF TCW ASSET MANAGEMENT COMPANY AND WILL BE FURNISHED BY TCW ASSET MANAGEMENT COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELTHE HOLDER HEREOF UPON REQUEST.”" Notwithstanding the foregoing, the restrictive legend set forth above shall not be required after the date on which the securities evidenced by such note, certificate or other instrument bearing such restrictive legend no longer constitute Restricted Notes, and upon the request of the Holder of such Notes, Company, without expense to the Holder, shall issue a new note, certificate or other instrument as applicable not bearing the restrictive legend otherwise required to be borne thereby.

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth Designated Preferred Stock issuable on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “"THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THE CORPORATION RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SALE OR (II) THE TRANSACTION TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER OF SAID ACT. COPIES OF THE ACT AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY HOLDER OF RECORD OF THIS CERTIFICATE TO THE COMPANY SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION." The Designated Preferred Stock issuable on exercise of this Warrant shall also be stamped or imprinted with a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”THE TERMS AND CONDITIONS OF THE CORPORATION'S AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED JUNE 26,

Restrictive Legend. The Holder, Unless and until otherwise permitted by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face 10, each certificate for Warrants issued under this Agreement, each certificate for any Warrants issued to any transferee of this Warrant and further agrees that any such Holder shall not offercertificate, sell or otherwise dispose of this Warrant or each certificate for any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares Stock issued upon exercise of this any Warrant (unless registered under the Act) and each certificate for any Warrant Stock issued to any transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND "THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN ") NOR IS SUCH REGISTRATION CONTEMPLATED. SUCH SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED AT ANY TIME WHATSOEVER UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE REGISTERED UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) THE TRANSACTION AN EXEMPTION FROM SUCH REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS AVAILABLE, EXCEPT UPON DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF TO THE COMPANY REQUESTS, OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT AND TO ITS COUNSEL TO THE EFFECT HAS BEEN RENDERED BY COUNSELTHAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT, OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.”"

Restrictive Legend. Each certificate, instrument, or book entry representing any Shares issued after the date hereof shall be notated by the Company with a legend reading substantially as follows: “THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” The HolderCompany, by acceptance its execution of this WarrantAgreement, agrees that it will cause the certificates, instruments, or book entry evidencing the Shares issued after the date hereof to comply in all respects be notated with the provisions legend required by this Section 4.11, and it shall supply, free of charge, a copy of this Section 8 and Agreement to any holder of such Shares upon written request from such holder to the restrictive legend requirements set forth on Company at its principal office. The parties to this Agreement do hereby agree that the face of this Warrant and further agrees that such Holder shall not offerfailure to cause the certificates, sell instruments, or otherwise dispose of this Warrant or any Warrant book entry evidencing the Shares to be issued upon exercise hereof except under circumstances that will not result in a violation notated with the legend required by this Section 4.11 herein and/or the failure of the Act. This Warrant and all Warrant Shares issued upon exercise Company to supply, free of charge, a copy of this Warrant (unless registered under Agreement as provided hereunder shall not affect the Act) shall be stamped validity or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELenforcement of this Agreement.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares All stock certificates representing shares issued upon exercise of this Warrant (the Option shall, unless registered under otherwise determined by the Act) shall be stamped or imprinted with Board, have affixed thereto a legend substantially in substantially the following form: “"THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT AMONG EPL HOLDINGS, INC., EPL INTERMEDIATE, INC. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT. THE HOLDER OF THIS WARRANT CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE FOR THESE SHARES UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OF 1933 OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELOF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: form (together with any additional legends that are required by the Stock Purchase Agreement): “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF UNLESS THE COMPANY REQUESTS, HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE COMPANY’S BYLAWS, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH EFFECT HAS BEEN RENDERED RIGHT OF FIRST REFUSAL IS BINDING ON THESE SHARES.” “THE SHARES REPRESENTED BY COUNSELTHIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, PURSUANT TO A WARRANT, BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

Restrictive Legend. The HolderIf, by acceptance at the time of this Warrantissuance of Warrant Shares, agrees no registration statement is in effect with respect to comply in all respects with the such shares under applicable provisions of this Section 8 the Act and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares may not be sold pursuant to be issued upon exercise hereof except under circumstances that will not result in a violation Rule 144 of the Act. This Warrant and all , the Company may, at its election, require that any stock certificate evidencing Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in bear legends reading substantially the following formas follows: “THE SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT AND PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE SECURITIES ISSUABLE UPON EXERCISE COMPANY. COPIES OF SUCH RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE (OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES) SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT HAVE BEEN COMPLIED WITH.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), ) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.”” In addition, so long as the foregoing legend may remain on any stock certificate evidencing Warrant Shares, the Company may maintain appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with Participants and CorNova acknowledge and agree that the provisions of this Section 8 and certificates representing the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares Securities to be issued upon exercise hereof except under circumstances that acquired pursuant to this Agreement will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a restrictive legend in substantially the following formas follows: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN 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 OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SUCH ACT AND SUCH LAWS WHICH, IN THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELCOUNSEL FOR THIS CORPORATION, IS AVAILABLE. The Participants and CorNova understand and agree that appropriate stop transfer notations will be placed in the records of the issuer and with its respective transfer agent, if any, in respect of the Securities which are to be issued pursuant to this Agreement.”

Restrictive Legend. The Holder, Each certificate representing the Preferred Shares and Conversion Shares issued upon conversion of the Preferred Shares shall (unless otherwise permitted by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act8.4 below) shall be stamped or otherwise imprinted with a legend in substantially the following formlegend: “"THE PREFERRED SHARES REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SECURITIES SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE CONVERSION OF THIS WARRANT THESE PREFERRED SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”"), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS LAW AND THE MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH FOR THE SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, PURSUANT TO AN OPINION SATISFACTORY OF COUNSEL ACCEPTABLE TO THE COMPANY TO THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE HOLDER OF THIS C ERTIFICATE IS SUBJECT TO, AND A BENEFICIARY OF, CERTAIN PROVISISONS SET FORTH IN A PREFERRED STOCK PURCHASE AGREEMENT, DATED AS OF OCTOBER 23, 2001; A COPY OF THE AGREEMENT EVIDENCING SUCH TERMS MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares All stock certificates representing shares issued upon exercise of this Warrant (the Option shall, unless registered under otherwise determined by the Act) shall be stamped or imprinted with Board, have affixed thereto a legend substantially in substantially the following form: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS’ AGREEMENT AMONG EPL HOLDINGS, INC., EPL INTERMEDIATE, INC. AND CERTAIN MINORITY STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES ISSUABLE UPON EXERCISE REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT. THE HOLDER OF THIS WARRANT CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE FOR THESE SHARES UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OF 1933, AS AMENDED, OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELOF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Each certificate representing Shares shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in bear substantially the following formlegends: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ISSUED BY WAY OF EXEMPTION FROM PROSPECTUS AND THE REGISTRATION REQUIREMENTS UNDER APPLICABLE PROVINCIAL SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT 12 - 12 - LEGISLATION. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)WITH A VIEW TO, OR QUALIFIED UNDER ANY STATE IN CONNECTION WITH, THE SALE OR FOREIGN SECURITIES LAWS AND DISTRIBUTION HEREOF. THESE SHARES MAY NOT BE OFFERED SOLD OR TRANSFERRED: (1) UNLESS THE SHARES HAVE BEEN HELD FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS AT LEAST ONE YEAR FROM [DATE] AND THE SHARES ARE LISTED AND POSTED ON THE TORONTO STOCK EXCHANGE; OR (I2) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER WITH THE ACT AND IS APPROVAL OF THE TORONTO STOCK EXCHANGE: (i) BY WAY OF PROSPECTUS QUALIFIED UNDER IN THE APPLICABLE STATE AND FOREIGN LAW OR CANADIAN JURISDICTIONS; OR (IIii) THE TRANSACTION COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER OF APPLICABLE STATE AND FOREIGN LAW ANDPROVINCIAL SECURITIES LEGISLATION Upon the request of Purchaser, IF THE COMPANY REQUESTSthe Company shall remove the foregoing legend from the certificates evidencing the Shares and issue to Purchaser new certificates free of any transfer legend if with such request, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELand at the request of the Company, the Company shall have received an opinion of counsel satisfactory to the Company, to the effect that the proposed transfers by Purchaser of such Shares may be made in compliance with applicable provincial securities law and TSE requirements.”

Restrictive Legend. The HolderCertificates representing the Shares, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 Warrant and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF EVIDENCED BY THIS WARRANT CERTIFICATE OR INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGEDTRANSFERRED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED DISPOSED OF UNLESS (Ii) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE REGISTERED UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (IIii) GLOBAL SOURCES LIMITED, A DELAWARE CORPORATION (THE TRANSACTION IS EXEMPT "COMPANY"), SHALL HAVE RECEIVED AN OPINION, IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, FROM COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE QUALIFICATION REQUIREMENTS UNDER PROVISIONS OF APPLICABLE STATE AND FOREIGN LAW ANDSECURITIES LAWS IS NOT REQUIRED. The restrictions imposed by this Section 5 shall terminate (i) when such securities shall have been resold pursuant to being effectively registered under the Securities Act, IF THE COMPANY REQUESTS(ii) upon the Company's receipt of an opinion of counsel, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELin form and substance reasonably satisfactory to the Company, addressed to the Company to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws or (iii) upon the Company's receipt of other evidence reasonably satisfactory to the Company that such registration and qualification under state securities laws is not required.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) All certificates representing Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form: “form with respect to any Holder who cannot certify that it is not an Insider (to the extent such certification is required by the Plan): "THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT STOCK (AS DEFINED HEREIN) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS LAWS, AND ARE SUBJECT TO THE PROVISIONS (INCLUDING THE RESTRICTIONS ON TRANSFER) SET FORTH IN THE WARRANT AGREEMENT BETWEEN EDISON BROTHERS STORES, INC. AND __________, AS WARRANT AGENT, DATED ______ __, 1997. THIS WARRANT AND THE WARRANT STOCK MAY NOT (AND THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES THAT THIS WARRANT AND THE WARRANT STOCK MAY NOT AND WILL NOT) BE OFFERED FOR SALE, SOLDSOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING AND UNTIL SUCH SECURITIES IS EFFECTIVE UNDER THE ACT RESTRICTIONS ARE COMPLIED WITH AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT SUCH WARRANTS AND THE QUALIFICATION REQUIREMENTS WARRANT STOCK ARE REGISTERED UNDER APPLICABLE SUCH ACT, AND SUCH STATE AND FOREIGN LAW ANDLAW, IF THE COMPANY REQUESTS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH EFFECT HAS BEEN RENDERED BY COUNSELREGISTRATION IS NOT REQUIRED.”"

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with Each certificate representing the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares Common Stock issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or otherwise imprinted with a legend in substantially the following form: “THIS WARRANT AND form (in addition to any legend required under applicable state securities laws): THE SECURITIES ISSUABLE UPON EXERCISE OF REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING UNDER SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS OR (II) THE TRANSACTION IS EXEMPT AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND PROSPECTUS DELIVERY REQUIREMENTS UNDER NEITHER THE ACT UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS PASSED ON OR ENDORSED THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE MERITS OF THESE SECURITIES. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO AN INVESTOR RIGHTS AGREEMENT, A STOCKHOLDERS AGREEMENT AND FOREIGN LAW ANDA STOCK TRADING AGREEMENT, IF AS EACH OF THE COMPANY REQUESTSSAME MAY BE AMENDED FROM TIME TO TIME, AN OPINION SATISFACTORY TO COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELPRINCIPAL OFFICES OF THE COMPANY. Said legends shall be removed by the Company, upon the request of the holder thereof, at such time as the restrictions on the transfer of the applicable security under applicable securities laws and the obligations imposed on the holder thereof under the Investor Rights Agreement, the Stockholders Agreement and the Stock Trading Agreement, as applicable, shall have terminated.”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form: “THE SHARES REPRESENTED BY THIS WARRANT CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND AMENDED. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE AN EXEMPTION THEREFROM UNDER THE ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND FOREIGN LAW OR RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (II) THE TRANSACTION IS EXEMPT A COPY OF WHICH MAY BE OBTAINED FROM THE REGISTRATION COMPANY AT NO CHARGE), AND PROSPECTUS DELIVERY REQUIREMENTS UNDER BY ACCEPTING ANY INTEREST IN SUCH SHARES THE ACT PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW ANDPROVISIONS OF SUCH AGREEMENT. At the request of the Holder, IF THE COMPANY REQUESTSthe Company shall replace each such certificate with a certificate free of the (i) the first legend when the Company determines, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELupon advice of its counsel, that such legend is no longer legally required, and (ii) the second legend in connection with any transfer of the Shares represented by such certificate in a public offering or pursuant to Rule 144 under the Act (“Rule 144”).”

Restrictive Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with (a) Each certificate representing the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder Registrable Securities shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with bear a legend substantially in substantially the following form: “"THE SHARES REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNED HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT COVERING AND UNTIL SUCH SECURITIES IS EFFECTIVE SHARES ARE REGISTERED UNDER THE SUCH ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." (b) In addition to the legend set forth in paragraph (a) of this Section 2.1, each certificate representing the Registrable Securities shall bear a legend substantially in the following form: "THE INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A REGISTRATION RIGHTS AGREEMENT, DATED AS OF __________ __, 200_, BETWEEN THE COMPANY TO AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR THE REGISTERED OWNER'S PREDECESSOR IN INTEREST), AS MAY BE AMENDED, AND SUCH EFFECT HAS BEEN RENDERED BY COUNSELAGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICES OF THE COMPANY.”" A certificate shall not bear such legends if in the opinion of counsel satisfactory to the Company (it being agreed that each of Shearman & Sterling LLP and Xxxx Xxxxxxx LLP shall be satisfactory) the securities represented thereby have been registered under the Securities Act or may be publicly sold without registration under the Securities Act and any applicable state securities laws.

Restrictive Legend. The HolderAll shares of the Company Common Stock to be delivered to Nova hereunder shall be issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, by acceptance of this Warrantas amended (the "Securities Act"), agrees to comply in all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that inasmuch such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares shares to be issued upon exercise hereof except under circumstances that to Nova will not result in be issued for investment purposes without a violation view to distribution. In addition, Nova will have had access to information concerning the Company and its business prospects, as required by the Securities Act. Furthermore, there will be no general solicitation or advertising for the purchase of the Actshares of the Company Common Stock covered by this Agreement. This Warrant and all Warrant Shares issued upon exercise Finally, the Company's stock transfer agent will be instructed not to transfer any of this Warrant (such shares, unless such shares are registered under for resale or there is an exemption with respect to their transfer. All shares of the Act) Company Common Stock to be delivered to Nova hereunder shall be stamped or imprinted with bear a restrictive legend in substantially the following form: “"THE SHARES OF COMMON STOCK REPRESENTED BY THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER ANY APPLICABLE STATE AND FOREIGN LAW SECURITIES LAWS, OR (II) THE TRANSACTION IS EXEMPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSELSECURITIES ACT.”"