Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. (a) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.

Securities Law Matters. (ai) Neither this Warrant nor the securities issuable upon exercise Contributor and each of this Warrant have been registered its members who receive Units is an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933 1933, as amended (the “"Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”"). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or ; (ii) The members (the Holder’s delivery to the Borrower "Members") of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. Contributor are as set forth on Exhibit O hereto; (iii) The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined Members have their primary residence in the Securities Act State of Illinois; (and iv) Contributor will hold the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Units for investment, its own account for investment purposes only and not with a view to distribution and does intend to distribute or resaleresell the Units, within except as expressly set forth at the meaning end of this Section 5(v) below; (v) Taking into account the personnel and resources Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement, as supplemented through the date hereof, attached hereto as Exhibit M which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"); (vi) Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act. Upon exercise Act and the rules and regulations promulgated thereunder and with the terms and conditions of this Warrantthe Partnership Agreement; (vii) Contributor acknowledges that the Units to be issued must be held until they are subsequently registered under the Securities Act and under applicable state securities or blue sky laws, unless exemptions from such registrations are available at the persons entitled to receive the shares time of securities into which this Warrant is exercisable may be required to execute and deliver resale; (viii) Prior to the Company issuance of the Units, Contributor will execute all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with Federal and state securities law requirements with respect to the issuance of this Warrant the Units and to comply with the securities issuable terms of the Partnership Agreement; and (ix) Contributor acknowledges and agrees that, notwithstanding Section 8.6 of the Partnership Agreement, the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common Stock in the REIT for a period of thirteen (13) months from the date of issuance to Contributor. FWRLP hereby agrees that, at Closing, Contributor may transfer the Units to its Members, or may request FWRLP to issue the Units directly to its Members, provided that the Members receiving such Units shall make the representations contained in and agree to be bound (on exercise a several basis with respect to matters pertaining to such Members) by all of the provisions of this Warrant with Section 5(v) and any other provision of this Agreement relating to the ActsUnits (in lieu of Contributor), and by accepting such Units hereby agree to be so bound.

Securities Law Matters. Warrantholder represents to the Company as follows: (a) Neither this Warrant nor the securities issuable upon exercise Warrants and Common Stock to be acquired by Warrantholder pursuant hereto will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”"SECURITIES ACT") or any applicable state securities laws laws, and such securities will not be disposed of in contravention of the Securities Act of any applicable state securities laws; (together with b) the Warrantholder understands that (a) the Warrants and Common Stock issuable on exercise have not been registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and nor qualified under the securities which may be issued upon the exercise hereoflaws of any other jurisdiction, may (b) such securities cannot be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, resold unless they subsequently are registered under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and qualified under applicable state securities laws, unless the regulations promulgated thereunder) Company determines that exemptions from such registration and this Warrant and any securities issuable upon exercise of this Warrant qualification requirements are being acquired for investmentavailable, and not (c) the Warrantholder has no right to require such registration or qualification; (c) Warrantholder is familiar with a view to distribution or resale, the term "accredited investor" as defined in Rule 501 under the Securities Act and investor is an "accredited investor" within the meaning of such term in Rule 501 under the Securities Act. Upon exercise of this Warrant, ; (d) Warrantholder is sophisticated in financial matters and the persons entitled market for Internet companies and is able to receive evaluate the shares of securities into which this Warrant is exercisable may be required to execute risks and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance benefits of the issuance investment in the Warrants and Common Stock issuable on exercise; (e) Warrantholder is able to bear the economic risk of this Warrant its investment in the Warrants and the securities Common Stock issuable on exercise for an indefinite period of this Warrant with time; and (f) Warrantholder has had an opportunity to ask questions and receive answers concerning the Actsterms and conditions of the offering of securities and has had full access to such other information concerning the Company as investor has requested.

Securities Law Matters. (a) Neither The sale of the Subscription Shares pursuant to this Warrant nor the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may Agreement will not be exercisedmade through, soldor be as a result of, transferredand will not be accompanied by, pledged or hypothecated in the absence of (i) an effective registration statement a general solicitation, (ii) any advertisement including articles, notices or post-effective amendment thereto for such Warrants other communications published in any newspaper, magazine or the securities into which this Warrant is exercisable, respectively, under the Actssimilar media or broadcast over radio or television, or (iiiii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (b) The certificates representing the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant Subscription Shares and any securities issuable upon exercise of this Warrant are being acquired for investment, hereunder (and not with a view any replacement certificates issued prior to distribution or resale, within the meaning expiration of the Securities Actapplicable hold periods) shall bear the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. Upon exercise of this WarrantTHE SECURITIES MAY NOT BE OFFERED FOR SALE, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instrumentsSOLD, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsTRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144(b)(1) UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT FOR A PERIOD OF 4 MONTHS AFTER THE DATE OF ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE HOLDER WILL NOT RESELL THOSE SECURITIES TO ANY CANADIAN RESIDENT OR IN CANADA.”.

Securities Law Matters. (ai) Neither In acquiring the OP Units and engaging in this Warrant nor transaction, none of the securities issuable Contributors are relying upon exercise any representations made to it by the Operating Partnership, or any of its partners, officers, employees, affiliates or agents that are not contained in this Agreement. Such Contributor is aware of the risks involved in investing in the OP Units. Such Contributor has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership or a person or persons authorized to act on their behalf, concerning the terms and conditions of this Warrant investment and the financial condition, affairs, and business of the Operating Partnership. Such Contributor confirms that all documents, records, and information pertaining to its investment in the Operating Partnership that have been requested by it, including a complete copy of the form of the OP Agreement, have been made available or delivered to it prior to the date hereof. Such Contributor represents and warrants that each has reviewed and approved the form of the OP Agreement attached to this Agreement as Exhibit E. (ii) Such Contributor understands that the OP Units have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) ), or any state securities laws (together with the Securities Act, the “Acts”). Therefore, acts and are instead being offered and sold in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that reliance on an exemption from the such registration requirements of the Acts is availablerequirements. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant OP Units are being acquired by such Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and no Contributor has any present intention to distribution enter into any contract, undertaking, agreement, or arrangement with respect to any such resale, within . Such Contributor understands that the meaning OP Agreement will restrict transfer of the Securities Act. Upon exercise OP Units and that the Certificates will contain the following legend reflecting the requirement that the OP Units cannot be resold without registration under such laws or the availability of this Warrantan exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instrumentsAS AMENDED, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsOR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO EXTRA SPACE STORAGE LP AN OPINION OF COUNSEL SATISFACTORY TO EXTRA SPACE STORAGE LP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Securities Law Matters. Warrantholder represents to the Company as follows: (a) Neither this Warrant nor the securities issuable upon exercise Warrants and Common Stock to be acquired by Warrantholder pursuant hereto will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of this Warrant have been registered under the Securities Act of 1933 (the “"Securities Act”") or any applicable state securities laws laws, and such securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (together with b) the Warrantholder understands that (a) the Warrants and Common Stock issuable on exercise have not been registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and nor qualified under the securities which may be issued upon the exercise hereoflaws of any other jurisdiction, may (b) such securities cannot be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, resold unless they subsequently are registered under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (and the regulations promulgated thereunderc) and this Warrant does not grant the Warrantholder any right to require such registration or qualification; (c) Warrantholder is familiar with the term "accredited investor" as defined in Rule 501 under the Securities Act and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, investor is an "accredited investor" within the meaning of such term in Rule 501 under the Securities Act. Upon exercise of this Warrant, ; (d) Warrantholder is sophisticated in financial matters and the persons entitled market for Internet companies and is able to receive evaluate the shares of securities into which this Warrant is exercisable may be required to execute risks and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance benefits of the issuance investment in the Warrants and Common Stock issuable on exercise; (e) Warrantholder is able to bear the economic risk of this Warrant its investment in the Warrants and the securities Common Stock issuable on exercise for an indefinite period of this Warrant with time; and (f) Warrantholder has had an opportunity to ask questions and receive answers concerning the Actsterms and conditions of the offering of securities and has had full access to such other information concerning the Company as investor has requested.

Securities Law Matters. (ai) Neither this Warrant nor the securities issuable upon exercise Contributor and each of this Warrant have been registered its partners who receive Units is an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933 1933, as amended (the “"Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”"). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or ; (ii) The partners (the Holder’s delivery to the Borrower "Partners") of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. Contributor are as set forth on Exhibit O hereto; (iii) The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined Partners have their primary residence in the Securities Act State of Illinois; (and iv) Contributor will hold the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Units for investment, its own account for investment purposes only and not with a view to distribution and does intend to distribute or resaleresell the Units, within except as expressly set forth at the meaning end of this Section 5(v) below; (v) Taking into account the personnel and resources Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement, as supplemented through the date hereof, attached hereto as Exhibit M which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"); (vi) Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act. Upon exercise Act and the rules and regulations promulgated thereunder and with the terms and conditions of this Warrantthe Partnership Agreement; (vii) Contributor acknowledges that the Units to be issued must be held until they are subsequently registered under the Securities Act and under applicable state securities or blue sky laws, unless exemptions from such registrations are available at the persons entitled to receive the shares time of securities into which this Warrant is exercisable may be required to execute and deliver resale; (viii) Prior to the Company issuance of the Units, Contributor will execute all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with Federal and state securities law requirements with respect to the issuance of this Warrant the Units and to comply with the securities issuable terms of the Partnership Agreement; and (ix) Contributor acknowledges and agrees that, notwithstanding Section 8.6 of the Partnership Agreement, the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common Stock in the REIT for a period of thirteen (13) months from the date of issuance to Contributor. FWRLP hereby agrees that, at Closing, Contributor may transfer the Units to its Partners, or may request FWRLP to issue the Units directly to its Partners, provided that the Partners receiving such Units shall make the representations contained in and agree to be bound (on exercise a several basis with respect to matters pertaining to such Partners) by all of the provisions of this Warrant with Section 5(v) and any other provision of this Agreement relating to the ActsUnits (in lieu of Contributor), and by accepting such Units hereby agree to be so bound.

Securities Law Matters. (a) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available; provided, that the securities into which this Warrant is exercisable may be transferred by the Holder to its affiliates without satisfying the immediately preceding (i) and (ii) conditions. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.

Securities Law Matters. (a) Neither this Warrant nor It is understood that, except as provided below, book entry accounts evidencing the securities issuable upon exercise of this Warrant have been registered under Shares must bear the Securities Act of 1933 following or similar legends: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED ONLY (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION. (b) Notwithstanding the “Securities Act”) or any state securities laws (together with the Securities Actforegoing, the “Acts”). Therefore, in order, among other things, Subscriber shall be entitled to ensure compliance with receive from the Acts notwithstanding anything else in the Warrant to contrary, the Holder Company a like number of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued shares not bearing such legend upon the exercise hereofrequest of the Subscriber (or, may not be exercisedat the Company’s option, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for have such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption legend removed from the registration requirements Shares) at such time as such restrictions are no longer applicable, provided that the Subscriber provides any materials related thereto reasonably requested by the Company. (c) As long as the Subscriber shall own any of the Acts is available. The Holder of this WarrantShares, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an Shares are “Accredited Investorrestricted securities” (as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning Rule 144 of the Securities Act. Upon exercise of this Warrant), the persons entitled Company, at all times while it shall be a reporting company under the Exchange Act, covenants to receive file timely (or obtain extensions in respect thereof and file within the shares of securities into which this Warrant is exercisable may be applicable grace period) all reports required to execute be filed by the Company after the Closing pursuant to Sections 13(a) or 15(d) of the Exchange Act and deliver to promptly furnish the Subscriber with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Company such other documents Commission’s Electronic Data Gathering, Analysis and instruments, in form reasonably satisfactory Retrieval System shall be deemed to have been furnished or delivered to the Company Subscriber pursuant to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsSection 9(c).

Securities Law Matters. Each Purchaser: (a) Neither this Warrant nor the securities issuable upon exercise is an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3), or (7) of this Warrant have been registered Regulation D under the Securities Act of 1933 1933, as amended (the “"Securities Act”")) or any state securities laws and/or a "qualified institutional buyer" (together with as defined in Rule 144A under the Securities Act, ); (b) has sufficient knowledge and experience in investment transactions of the “Acts”). Therefore, in order, among other things, type contemplated hereby to ensure compliance with evaluate the Acts notwithstanding anything else merits and risks of an investment in the Warrant Preferred Stock and is able to contrarybear the risk of loss of its entire investment in the Preferred Stock; (c) is aware that an investment in the Preferred Stock is highly speculative and that there can be no assurance as to what return, if any, there might be; (d) is purchasing Purchased Shares despite having had extremely limited or no opportunity to ask questions and receive answers from Seller or its representatives or from the Holder Company or its representatives, or to conduct a diligence review of this Warrantthe Company or its business, including any successive Holderprospects or financial condition, agrees by accepting this Warrant other than its ability to review information that is publicly available about the Company, but has nevertheless freely determined to purchase Purchased Shares as follows: This Warrant contemplated hereby and has independently, and without reliance on Seller, and based upon such information as such Purchaser deemed appropriate, made its own analysis of the Company and its respective future financial performance and prospects and the value of the Preferred Stock; (e) has consulted with or has had an opportunity to consult with its legal and tax advisors in respect of the terms of and an investment in the Preferred Stock; (f) is acquiring Purchased Shares for its own account solely for investment purposes and not with a view to the distribution thereof, without prejudice, however to its rights to sell or otherwise dispose of all or any part of the Purchased Shares under an effective registration statement under the Securities Act and applicable state securities which may be issued upon laws, or pursuant to an exemption from such registration available under the exercise hereof, Securities Act and applicable state securities laws; (g) understands and acknowledges that the Purchased Shares are "restricted" securities and may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) otherwise disposed of, except pursuant to an effective registration statement in respect of the Purchased Shares or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery pursuant to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts Securities Act; (h) understands and acknowledges that Seller is available. The Holder not making any representation or warranty as to the value or liquidity of this Warrantthe Preferred Stock or the business, including any successive Warrantcondition (financial or otherwise), further or prospects of the Company; (i) is proceeding with the transactions contemplated hereby on the assumption that Seller may be in possession of material, non-public information concerning the Company and its direct and indirect subsidiaries (the "Seller Information") that is not or may not be known to such Purchaser and that Seller has not disclosed to such Purchaser; (ii) such Purchaser is voluntarily assuming all risks associated with the purchase of the Purchased Shares and expressly warrants and represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” (x) except as such term is defined expressly set forth in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investmentArticle II hereof, Seller has not made, and such Purchaser disclaims the existence of or its reliance on, any representation by Seller or its affiliates or representatives concerning the Company or the Purchased Shares and (y) it is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with a view to distribution or resale, within the meaning arising out of the Securities Act. Upon exercise purchase of the Purchased Shares, and therefore has no claim against Seller with respect thereto; (iii) if any such claim may exist, such Purchaser, recognizing its disclaimer of reliance and Seller's reliance on such disclaimer as a condition to entering into this Warranttransaction, covenants and agrees not to assert it against Seller or any of its affiliates or any of its or their respective officers, directors, shareholders, partners, representatives or agents; and (iv) Seller shall have no liability, and such Purchaser waives and releases any claim that it might have against Seller or its affiliates or any of its or their respective officers, directors, shareholders, partners, representatives or agents, whether under applicable securities law or otherwise, based on Seller's knowledge, possession or nondisclosure to such Purchaser of the persons entitled Seller Information; and (j) understands and acknowledges that Seller is relying on the representations set forth in this Section 3.2 as a condition to receive entering into the shares of securities into which this Warrant is exercisable may be required to execute transactions contemplated hereby and deliver to that the Company is relying on such other documents representations and instruments, in form reasonably satisfactory warranties as a condition to registering the Company to effect the compliance transfer of the issuance of this Warrant Purchased Shares on its books and the securities issuable on exercise of this Warrant with the Actsrecords.

Securities Law Matters. The ASSAC Series A Preferred Shares and any Conversion Shares (a) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Actcollectively, the “ActsASSAC Securities”). Therefore, in order, among other things, ) to ensure compliance with be acquired by any of the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the ActsWimbledon Parties, or (ii) by the Holder’s delivery Fund Shareholders, are being issued pursuant to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not the account of such Persons with a view to distribution no intention of distributing or resale, within reselling such securities or any part thereof in any transaction that would be in violation of the meaning registration requirements of the Securities Act and applicable state securities laws. Until registered for resale under the Securities Act, if any recipient of the ASSAC Securities should in the future decide to dispose of any of such ASSAC Securities, such Person may do so only in compliance with the registration requirements of the Securities Act and applicable state securities laws, as then in effect. Upon exercise Each of the Wimbledon Parties agrees that all certificates evidencing ASSAC Securities to be issued in connection with this WarrantAgreement and other transactions contemplated hereby shall contain the imprinting, the persons entitled to receive the shares so long as required by law, of securities into which this Warrant is exercisable may be required to execute and deliver a legend on certificates representing such ASSAC Securities to the Company such other documents and instrumentsfollowing effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsAS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Securities Law Matters. The Grantee acknowledges receipt of ---------------------- advice from the Company that (ai) Neither this Warrant nor the Exercise Shares have not been registered - under the Securities Act or qualified under any state securities issuable upon exercise or "blue sky" or non-U.S. securities laws, (ii) it is not anticipated that there will be any -- public market for the Exercise Shares, (iii) the Exercise Shares must be held --- indefinitely and the Grantee must continue to bear the economic risk of this Warrant have been the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act of 1933 and such state laws or an exemption from registration is available, (iv) while the “Securities Act”) or any state securities laws (together Company is currently obligated under -- its Financing Agreements to file periodic reports with the Securities ActCommission and, accordingly, Rule 144 may be presently available with respect to sales of securities of the Company, the “Acts”). ThereforeCompany has made no covenant to the Grantee to continue to make Rule 144 available, (v) when and if the Exercise Shares may be - disposed of without registration in orderreliance upon Rule 144, among other things, to ensure compliance such disposition can be made only in limited amounts in accordance with the Acts notwithstanding anything else in terms and conditions of such Rule, (vi) the Warrant Company does not plan to contraryfile reports with the Commission or -- make public information concerning the Company available unless required to do so by law or the terms of its Financing Agreements, (vii) if the Holder exemption --- afforded by Rule 144 is not available, sales of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which Exercise Shares may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in difficult to effect because of the absence of public information concerning the Company, (iviii) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be ---- placed on the certificates representing the Exercise Shares and (ix) a notation -- shall be made in the appropriate records of the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise Shares.

Securities Law Matters. (a) Neither this Warrant nor Each such Seller who is an "Accredited Investor" represents that the information provided in such Seller's "Accredited Investor Questionnaire" delivered herewith is true, correct and complete. (b) Such Seller, either individually or together with his representatives and advisors, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquisition of the Stock Consideration Registrable Securities and of making an informed investment decision with respect thereto, and understands all risks of holding the Stock Consideration Registrable Securities for an indefinite period of time. (c) Such Seller acknowledges receipt of copies of Buyer's 10-K and Buyer's 10-Q. (d) Such Seller has carefully considered and has, to the extent such Seller believes such discussion necessary discussed with such Seller's professional legal, tax, accounting and financial advisors the suitability of an investment in the Stock Consideration Registrable Securities for such Seller's particular tax and financial situation and has determined that the Stock Consideration Registrable Securities is a suitable investment for such Seller. (e) Such Seller agrees that it will not transfer the Stock Consideration Registrable Securities without compliance with the registration and other provisions of all applicable securities issuable upon exercise laws. (f) Such Seller is purchasing the Stock Consideration Registrable Securities solely for investment purposes, with no present intention to sell the Stock Consideration Registrable Securities (other than pursuant to an effective registration statement). (g) Such Seller understands that it must bear the economic risk of this Warrant have been the investment represented by the purchase of the Stock Consideration Registrable Securities for an indefinite period. (h) Such Seller agrees not to offer, sell, or otherwise dispose of the shares of the Stock Consideration Registrable Securities at any time prior to the second anniversary of the date such Seller acquires the Stock Consideration Registrable Securities, unless such offer, sale, or other disposition is (1) registered under the Securities Act Act, or (2) in compliance with an opinion of 1933 (counsel of the “Securities Act”) Seller, delivered to Buyer and reasonably acceptable to it, to the effect that such offer, sale, or any state securities laws (together with other disposition thereof does not violate the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of . (i) an effective registration statement or post-effective amendment thereto for Such Seller acknowledges that the certificate(s) representing the Stock Consideration Registrable Securities delivered hereunder shall be issued to such Warrants or Seller with the securities into following legend (which this Warrant is exercisable, respectively, under legend will be removed in accordance with the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements provisions of the Acts is availableStock Consideration Registration Rights Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM. The Holder of this WarrantTHE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsA COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION.

Securities Law Matters. (a) Neither The Executive represents and warrants that he did not use a "purchaser's representative" (as that term is used in Regulation D as promulgated by the Securities and Exchange Commission) in connection with the transactions contemplated by this Warrant Agreement. The Executive represents and warrants that neither Jordan, Jordan Industries nor any of their respective employees or affiliates has acted as a representative of the securities issuable upon exercise Executive in connection with such transactions. The Executive hereby releases Jordan, Jordan Industries, and each of this Warrant their respective partners, principals, directors, officers, employees, agents and representatives (collectively, the "Jordan Entities") from and against any claims in respect of the Executive's subscription for the Shares and any related transactions hereunder. The Executive represents and warrants that his decision to acquire the Shares has been made by the Executive independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any person, including any of the Jordan Entities. (b) The Executive acknowledges and represents and warrants to the Company that he has been advised by the Company that (i) the Shares have not been registered under the Securities Act of 1933 1933, as amended (the “"Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”"). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or ; (ii) the Holder’s delivery Shares must be held indefinitely and the Executive must continue to bear the Borrower economic risk of the investment in the Shares unless an opinion offer and sale of counsel, reasonably satisfactory to such Shares is subsequently registered under the Borrower that Securities Act and all applicable state securities laws or an exemption from the such registration requirements of the Acts is available. The Holder of this Warrant, including ; (iii) there is no established market for the Shares and it is not anticipated that there will be any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined public market for the Shares in the foreseeable future; (iv) Rule 144 promulgated under the Securities Act (is not presently available with respect to the sale of any securities of the Company, and the regulations promulgated thereunderCompany has made no covenant to make such Rule available; (v) when and this Warrant if Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts and any securities issuable upon exercise in accordance with the terms and conditions of this Warrant are being acquired for investmentsuch Rule; (vi) if the Rule 144 exemption is not available, and not with a view to distribution public offer or resale, within sale without registration will require the meaning availability of an exemption under the Securities Act. Upon exercise ; (vii) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Shares; and (viii) a notation shall be made in the appropriate records of this Warrantthe Company indicating that the Shares are subject to restrictions on transfer and, if the persons entitled Company should at some time in the future engage the services of a securities transfer agent, appropriate stop-transfer instructions will be issued to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver such transfer agent with respect to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsShares.

Securities Law Matters. (a) Neither this Warrant nor It is understood that, except as provided below, book entry accounts evidencing the securities issuable upon exercise Shares must bear the following legends: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED ONLY (I) TO THE ISSUER OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION. (b) The Company shall use commercially reasonable efforts, if requested by the Subscriber, to (i) cause the removal of this Warrant have been any restrictive legend set forth on the Shares and (ii) issue Shares without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at the Subscriber’s option, within five (5) Business Days of such deposit, provided that in each case (A) such Shares are registered for resale under the Securities Act of 1933 pursuant to an effective Registration Statement and the Subscriber has sold or proposes to sell such Shares pursuant to such registration, (B) the “Securities Act”Subscriber has sold or transferred, or proposes to sell or transfer, Shares pursuant to Rule 144 and (C) the Company, its counsel and its transfer agent have received customary representations and other documentation from the Subscriber that is reasonably necessary to establish that restrictive legends are no longer required as reasonably requested by the Company, its counsel or any state securities laws its transfer agent. With respect to clause (together with A), while the Securities ActRegistration Statement is effective, the “Acts”). ThereforeCompany shall cause its counsel to issue to the transfer agent a legal opinion to allow the legend on the Shares to be removed upon resale of the Shares pursuant to the effective Registration Statement in accordance with this Section 10, in orderand within two (2) trading days of any request therefor from the Subscriber accompanied by such customary and reasonably acceptable representations and other documentation establishing that restrictive legends are no longer required, among other thingsdeliver to the transfer agent instructions that the transfer agent shall make a new, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto unlegended entry for such Warrants or book entry Shares. (c) As long as the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements Subscriber shall own any of the Acts is available. The Holder of this WarrantShares, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an Shares are “Accredited Investorrestricted securities” (as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning Rule 144 of the Securities Act. Upon exercise ), the Company covenants to use its commercially reasonable efforts to make and keep public information available (as those terms are understood and defined in Rule 144) and file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the Closing pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Subscriber with true and complete copies of all such filings to enable the Subscriber to resell the Shares pursuant to Rule 144; provided that any documents publicly filed or furnished with the SEC pursuant to the SEC’s Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Subscriber pursuant to this Section 10(c). (d) The Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at the Subscriber’s direction or pursuant to any understanding with the Subscriber, directly or indirectly engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act of the Acquiror Class A Common Stock (any of the foregoing transactions, “Short Sales”) until the Closing or the earlier termination of this WarrantSubscription Agreement in accordance with its terms. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management, or that share a common investment advisor, with the Subscriber that have no knowledge of this Subscription Agreement or of the Subscriber’s participation in the subscription (including the Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers or desks manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the persons entitled to receive the shares of securities into which covenant set forth in this Warrant is exercisable may be required to execute and deliver Section 10(d) shall only apply with respect to the Company such other documents and instruments, in form reasonably satisfactory portion of assets managed by the portfolio manager that made the investment decision to purchase the Company to effect the compliance of the issuance of Shares covered by this Warrant and the securities issuable on exercise of this Warrant with the ActsSubscription Agreement.

Securities Law Matters. In acquiring the REIT Shares and engaging in this transaction, SOIF II is not relying upon any representations made to it by the REIT, or any of the partners, officers, employees, affiliates or agents of the REIT, Operating Partnership or BRG Waterford, except with respect to any representations set forth in this Agreement (a) Neither this Warrant nor as such representations may be modified in accordance with the securities issuable upon exercise terms of this Warrant Agreement). SOIF II is aware of the risks involved in investing in the REIT Shares. SOIF II has had an opportunity to ask questions of, and to receive answers from, the REIT or a person or persons authorized to act on its behalf, concerning the terms and conditions of this investment and the financial condition, affairs, and business of the REIT. SOIF II confirms that all documents, records, and information pertaining to its investment in the REIT that have been requested by it, including a complete copy of the organizational documents of the REIT, have been made available or delivered to it prior to the date hereof. SOIF II represents and warrants that it has reviewed such documents and information as SOIF II has deemed appropriate, and made its own investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the REIT. SOIF II understands that the REIT Shares have not been registered under the Securities Act of 1933 1933, as amended (the “Securities Act”) ), or any state securities laws (together with the Securities Act, the “Acts”). Therefore, acts and are instead being offered and sold in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that reliance on an exemption from such registration requirements. The REIT Shares are being acquired by SOIF II solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and SOIF II does not have any present intention to enter into any contract, undertaking, agreement or arrangement with respect to any such resale. SOIF II understands that the registration requirements REIT’s Charter Documents will impose certain restrictions with respect to the transfer of the Acts is availableREIT Shares and, if the REIT elects to issue stock certificates for the REIT Shares, the certificates will contain, in addition to any other legend required to be set forth on the certificate by the REIT’s Charter Documents, the following legend reflecting the requirement that the REIT Shares cannot be resold without registration under such laws or the availability of an exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO BLUEROCK RESIDENTIAL GROWTH REIT, INC., AN OPINION OF COUNSEL SATISFACTORY TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. The Holder of this WarrantTO THE EFFECT THAT THE PROPOSED SALE, including any successive WarrantTRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, further represents and warrants by accepting this Warrant that such Holder AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. SOIF II is an “Accredited Investoraccredited investor” as such that term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise Rule 501 of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of Regulation D under the Securities Act. Upon exercise of this Warrant, SOIF II acknowledges that the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance acquisition of the issuance SOIF II Waterford Interest by the REIT or its affiliates is in connection with the consummation of this Warrant the IPO and the securities issuable on exercise satisfaction of this Warrant with the Actsconditions set forth herein.

Securities Law Matters. (aA) Neither In acquiring the Units and engaging in this Warrant transaction, neither Contributor nor any partner thereof is relying upon any representations made to it by the Acquiror, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the Units and in the shares of common stock (“Common Stock”) of the REIT, issuable upon redemption of such Units. Contributor has had an opportunity to ask questions of, and to receive answers from, the Acquiror or a person or persons authorized to act on its behalf, concerning the terms and conditions of this investment and the financial condition, affairs, and business of the Acquiror and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in the Acquiror that have been requested by it, including a complete copy of the form of the Partnership Agreement, have been made available or delivered to it prior to the date hereof. Contributor represents and warrants that it has reviewed and approved the form of the Partnership Agreement attached hereto as Exhibit B. (B) Contributor and each partner thereof understands that neither the Units nor the securities shares of Common Stock issuable upon exercise redemption of this Warrant the Units have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements. The Units issuable to Contributor are being acquired solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale; provided, however, that, at or following Closing, Contributor may distribute the Units to its partners that (together with 1) have represented and warranted to the Acquiror in writing that, as of the time of such distribution, such partner is an accredited investor as that term is defined in Rule 501 of Regulation D under the Securities Act, and (2) have executed the “Acts”)Partnership Agreement as limited partners. Therefore, in order, among other things, to ensure compliance with Contributor understands that any certificates evidencing the Acts notwithstanding anything else in Units will contain appropriate legends reflecting the Warrant to contrary, requirement that the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may Units not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective resold by Contributor without registration statement or post-effective amendment thereto for under such Warrants laws or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower availability of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from such registration and that the registration requirements Partnership Agreement will restrict transfer of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsUnits.

Securities Law Matters. With respect to the Interests acquired by the Undersigned: (a) Neither The Undersigned has had access to such information concerning the Contributed Assets and the liabilities to be assumed by the Company pursuant to the Capitalization Agreements and such information has been sufficient to enable the Undersigned to make an informed investment judgment with respect to the Undersigned's purchase of the Interests; (b) The Undersigned understands (i) that the Interests evidenced by this Warrant nor the securities issuable upon exercise of this Warrant Agreement have not been registered under the Securities Act of 1933 (1933, the “Delaware Securities Act”) Act or any other state securities laws (together with the Securities Actcollectively, the “Acts”). Therefore, "SECURITIES LAWS") because the Company is issuing these Interests in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued reliance upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption exemptions from the registration requirements of the Acts is available. The Holder Securities Laws providing for issuance of this Warrantsecurities not involving a public offering, including any successive Warrant(ii) that the Company has relied upon the fact that the Interests are not to be held by either Member with a view to the resale or distribution thereof, further represents and warrants by accepting this Warrant (iii) that such Holder is an “Accredited Investor” as such term is defined in exemption from registration under the Securities Act Laws would not be available if the Interests were acquired by a Member with a view to distribution; (and the regulations promulgated thereunderc) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired The Undersigned is acquiring its Interest solely for investment, its own account and not with a view to to, or for resale in connection with, the distribution or resaleother disposition thereof, within except for such distributions and dispositions, which are (i) explicitly permitted or contemplated under the meaning terms of this Agreement, as well as (ii) effected in compliance with the Securities Act. Upon exercise Laws or unless the holder of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver Interests delivers to the Company such other documents and instrumentsan opinion of counsel, in form reasonably satisfactory to the Company, that such registration or other qualification under the Securities Laws is not required in connection with such transfer, offer or sale; and (d) The Undersigned understands that the Company is under no obligation to effect register the compliance Interests or to assist the Undersigned in complying with any exemption from registration under the Securities Laws if the Undersigned should at a later date, wish to dispose of the issuance Interest. Furthermore, the Undersigned realizes that the Interests are unlikely to qualify for disposition under Rule 144 promulgated under the Securities Act of this Warrant 1933, as amended, unless the Undersigned is not an "affiliate" of the Company and the securities issuable on exercise of this Warrant with Interest has been beneficially owned and fully paid for by the ActsUndersigned for at least two years.

Securities Law Matters. (a1) Neither this Warrant nor The Purchaser acknowledges that the securities issuable upon exercise of this Warrant Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities laws laws. The Purchaser (together A) acknowledges that it is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute any of the Shares to any person in violation of applicable securities laws, (B) is acquiring the Shares only for its own account and not for the account of others, and not on behalf of any other account or person, (C) will not sell, transfer, pledge or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act, any other applicable securities laws, (D) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision, (E) is an institutional “accredited investor” (as that term is defined by Rule 501 of the Securities Act) or is a “qualified institutional buyer” (as that term is defined in Rule 144A of the Securities Act), in each case of this clause (E), satisfying the requirements set forth on Schedule B, and (F) can bear the economic risk of (x) an investment in the Shares indefinitely and (y) a total loss in respect of such investment. The Purchaser has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to, its investment in the Shares and to protect its own interest in connection with such investment. (2) In making its decision to purchase the Shares, the Purchaser has relied solely upon independent investigation made by the Purchaser. The Purchaser acknowledges and agrees that the Purchaser has had the opportunity to review the SEC Reports and the Purchaser has received such information as it deems necessary in order to make an investment decision with respect to the Shares. The Purchaser represents and agrees that the Purchaser and the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Purchaser and the Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares. (3) The Purchaser became aware of this offering of the Shares solely by means of direct contact between it and the Company or a representative of the Company, and the Shares were offered to the Purchaser solely by direct contact between it and the Company or a representative of the Company. The Purchaser did not become aware of this offering of the Shares, nor were the Shares offered to the Purchaser, by any other means. The Purchaser acknowledges that it was not induced to purchase the Shares through any form of general solicitation or general advertising. (4) The Purchaser acknowledges that it is aware that there are risks incident to the purchase and ownership of the Shares. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision. (5) The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “ActsBSA/PATRIOT Act”), the Purchaser maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. ThereforeTo the extent required, in orderit maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, among other thingsincluding the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure compliance with that the Acts notwithstanding anything else in funds held by the Warrant Purchaser and used to contrary, purchase the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence Shares were legally derived. (6) None of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisablePurchaser, respectively, under the Acts, or (ii) any of its directors, executive officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing members, nor (iii) any beneficial owner of the HolderCompany’s delivery voting equity securities (in accordance with Rule 506(d) of the Securities Act) held by the Purchaser is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed reasonably in advance of the Closing in writing in reasonable detail to the Borrower of an opinion of counsel, reasonably satisfactory Company. (7) The Purchaser does not hold Plan Assets. (8) The Purchaser understands that the Shares are being offered and sold to the Borrower that an exemption it in reliance on specific exemptions from the registration requirements of the Acts United States federal and state securities laws and that the Company is available. The Holder of this Warrant, including any successive Warrant, further represents relying in part upon the truth and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investmentaccuracy of, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this WarrantPurchaser’s compliance with, the persons entitled representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to receive determine the shares availability of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsexemptions.

Securities Law Matters. (a) Neither Each of the Stockholders recognizes and understands that the OYOG Stock to be issued to him pursuant to this Warrant nor Agreement (the securities issuable upon exercise of this Warrant have been "Securities") will not be registered under the Securities Act Act, or under the securities laws of 1933 any state (the “"Securities Act”) or any state securities laws (together with Laws"). The Securities are not being so registered in reliance upon exemptions from the Securities Act, Act and the “Acts”). ThereforeSecurities Laws which are predicated, in orderpart, among other thingson the representations, to ensure compliance with warranties and agreements of the Acts notwithstanding anything else in Stockholders contained herein. (b) Each of the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Stockholders represents and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of warrants that (i) he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an effective registration statement or post-effective amendment thereto investment in the OYOG Stock and the suitability thereof as an investment for such Warrants or the securities into which this Warrant is exercisablehim, respectively, under the Acts, or (ii) the Holder’s delivery OYOG Stock to be acquired by him in connection with the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being Acquisition will be acquired solely for investment, investment and not with a view toward resale or redistribution in violation of the Securities Laws, (iv) his residence and domicile is in the State of Texas and (v) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of OYOG or as to distribution the value of the OYOG Stock. Each of the Stockholders understands that neither OYOG nor the Buyer is under any obligation to file a registration statement or resale, to take any other action under the Securities Laws with respect to the Securities. (c) Each of the Stockholders is an "accredited investor" within the meaning of Regulation D promulgated by the Commission pursuant to the Securities Act. Upon exercise . (d) Each of this Warrant, the persons entitled Stockholders has consulted with his own counsel in regard to receive the shares Securities Laws and is fully aware (i) of securities into the circumstances under which this Warrant he is exercisable may be required to execute hold the Securities, (ii) of the limitations on the transfer or disposition of the Securities, (iii) that the Securities must be held indefinitely unless the transfer thereof is registered under the Securities Laws or an exemption from registration is available and deliver (iv) that no exemption from registration is likely to become available for at least one year from the date of acquisition of the Securities. Each of the Stockholders has been advised by his counsel as to the Company such other documents provisions of Rules 144 and instruments, 145 as promulgated by the Commission under the Securities Act and has been advised of the applicable limitations thereof. Each of the Stockholders acknowledges that OYOG and the Buyer are relying upon the truth and accuracy of the representations and warranties made by them in form this Section 2.22 in consummating the transactions contemplated by this Agreement without registering the Securities under the Securities Laws. (e) Each of the Stockholders has been furnished with the SEC Documents. OYOG and the Buyer have made available to each of the Stockholders the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which they possess or could reasonably satisfactory acquire for the purpose of verifying the accuracy of information furnished to the Company Stockholders as set forth herein or for the purpose of considering the transactions contemplated hereby. OYOG has offered to effect make available to the compliance Stockholders upon request at any time all exhibits filed by OYOG with the Commission as part of any of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsreports filed therewith.

Securities Law Matters. (ai) Neither this Warrant nor Contributor and each of its partners and the securities issuable upon exercise partners of this Warrant have been registered its partners who receive Units (the "Partners") is an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933 1933, as amended (the “"Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”"). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or ; (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements A list of the Acts is available. Partners will be delivered to FWRLP within five (5) days after the end of the Feasibility Period; (iii) The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined Partners have their primary residence in the Securities Act (States of Maryland and Virginia and the regulations promulgated thereunderDistrict of Columbia; (iv) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Contributor will hold the Units for investment, its own account for investment purposes only and not with a view to distribution and does not intend to distribute or resaleresell the Units, within except as expressly set forth in the meaning last paragraph of this Section 5(v) below; (v) Taking into account the personnel and resources Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement, as supplemented through the date hereof, attached hereto as Exhibit L which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"); (vi) Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act. Upon exercise Act and the rules and regulations promulgated thereunder and with the terms and conditions of this Warrantthe Partnership Agreement; (vii) Contributor acknowledges that the Units to be issued must be held until they are subsequently registered under the Securities Act and under applicable state securities or blue sky laws, unless exemptions from such registrations are available at the persons entitled to receive the shares time of securities into which this Warrant is exercisable may be required to execute and deliver resale; (viii) Prior to the Company issuance of the Units, Contributor will execute all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with Federal and state securities law requirements with respect to the issuance of this Warrant the Units and to comply with the securities issuable terms of the Partnership Agreement; and (ix) Contributor acknowledges and agrees that, notwithstanding Section 8.6 of the Partnership Agreement, the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common Stock in the REIT for a period of thirteen (13) months from the date of issuance to Contributor. FWRLP hereby agrees that, at Closing, Contributor may transfer the Units to its Partners, or may request FWRLP to issue the Units directly to its Partners, provided that the Partners receiving such Units shall, in writing, make the representations, warranties and covenants contained in and agree to be bound (on exercise a several basis with respect to matters pertaining to such Partners) by all of the provisions of this Warrant with Section 5(v) and any other provision of this Agreement relating to the ActsUnits (in lieu of Contributor), and by accepting such Units hereby make such representations, warranties and covenants and agree to be so bound.

Securities Law Matters. (a) Neither this Warrant nor Seller understands that the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) Consideration Shares are being offered and made in reliance on one or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption more exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying upon the Acts is available. The Holder truth and accuracy of this Warrantthe representations, including any successive Warrantwarranties, further represents agreements, acknowledgments and warrants by accepting this Warrant that understandings of Seller set forth herein in order to determine the applicability of such Holder is an “Accredited Investor” as such term is defined in the Securities Act (exemptions and the regulations promulgated thereundersuitability of Seller to acquire the Consideration Shares. (b) Seller (Xxxx Xxxxx Xxxxx and this Warrant and any securities issuable upon exercise of this Warrant Xxxxx Xxxxxxxxxx) are being acquired acquiring the Consideration Shares for investment, Seller’s own account and not with a view to their distribution or resale, within the meaning of Section 2(11) of the Securities Act. Upon exercise Seller (Xxxx Xxxxx Singh) is not a U.S. person (as that term is defined in Regulation S Promulgated under the Securities Act). Except as otherwise set forth in a schedule provided by Company to Buyer on or before the Compliance Date, Singh and Xxxxxxxxxx are “accredited investors” (as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3)), and Seller is (i) experienced in making investments of the kind described in this WarrantAgreement and the related documents, (ii) able, by reason of the persons entitled business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by Buyer or any of its affiliates or selling agents), to receive protect its own interests in connection with the shares Contemplated Transactions, and (iii) able to afford the entire loss of securities into which this Warrant its investment in the Consideration Shares. Singh has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the Consideration Shares, Buyer, and all other information to the extent Buyer possesses such information or can acquire it without unreasonable effort or expense. (c) Sellers understand that the Consideration Shares shall be “restricted” (as that term is exercisable may defined in Rule 144 promulgated under the Securities Act), and each certificate representing the Consideration Shares shall be endorsed with the following restrictive legend or one that is substantially similar to it, in addition to any other legend required to execute and deliver to the Company such other documents and instrumentsbe placed thereon by applicable federal or state securities laws: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsAS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT AND ALL APPLICABLE STATE AND FOREIGN SECURITIES LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS.”

Securities Law Matters. (a) Neither this Warrant nor The shares of Common Stock to be issued to Sellers (and subsequently distributed to the securities issuable upon exercise Members) hereunder are being acquired for the account of this Warrant have been registered such Sellers and such Members for the purpose of investment and not with a view to the resale or distribution thereof except pursuant to an effective registration under the Securities Act of 1933 (the “Securities Act”) or any and applicable state securities laws (together with the Securities Actlaws, the “Acts”). Therefore, in order, among other things, or pursuant to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of an available exemption from such registration requirement. (i) an effective registration statement or post-effective amendment thereto for such Warrants or Each Seller and each Member are familiar with the securities business to be conducted by the Company, Parent and Holdings, taking into which this Warrant is exercisable, respectively, under account the Acts, or consummation of the transactions contemplated hereby; (ii) the Holder’s delivery prior to the Borrower Effective Date, each Seller and each Member has had the opportunity to ask questions and receive answers from representatives of an opinion the Company, Parent and Holdings, concerning the business, financial condition and prospects of counselthe Company, reasonably satisfactory Parent and Holdings, and the shares of Common Stock to be issued to Sellers (and subsequently distributed to the Borrower that an exemption from Members) hereunder; and (iii) each Seller and each Member have received any additional information concerning the registration requirements of the Acts is available. The Holder of this WarrantCompany, including any successive Warrant, further represents Parent and warrants by accepting this Warrant Holdings that such Holder Seller or Member has requested. (c) Each Seller and each Member (i) is an “Accredited Investoraccredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act, and (ii) has such knowledge and experience in financial and business matters that each Seller and each Member are capable of evaluating the merits and risks of the acquisition of the shares of Common Stock to be issued to Sellers (and subsequently distributed to the Members) hereunder. (d) Each Seller and each Member acknowledge that the shares of Common Stock to be issued to Sellers (and subsequently distributed to the Members) hereunder have not been registered under the Securities Act, that such shares of Common Stock are “restricted securities” as defined in Rule 144 adopted under the Securities Act, and that such shares of Common Stock cannot be resold without registration under the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company under an exemption from such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsregistration.

Securities Law Matters. (ai) Neither In acquiring the OP Units and engaging in this Warrant nor transaction, none of the securities issuable Contributors are relying upon exercise any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that are not contained in this Agreement or the Confidential Private Offering Memorandum dated April 16, 2004, attached to this Agreement as Exhibit 3 (the “OM”). Such Contributor is aware of the risks involved in investing in the OP Units. Such Contributor has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership or a person or persons authorized to act on their behalf, concerning the terms and conditions of this Warrant investment and the financial condition, affairs, and business of the Operating Partnership. Such Contributor confirms that all documents, records, and information pertaining to its investment in the Operating Partnership, that have been requested by it, including a complete copy of the form of the OP Agreement, have been made available or delivered to it prior to the date hereof. Such Contributor represents and warrants that each has reviewed and approved the form of the OP Agreement attached to this Agreement as Exhibit 4. (ii) Such Contributor acknowledges receipt of, and has read and reviewed, the OM. (iii) Such Contributor understands that the OP Units have not been registered under the Securities Act of 1933 (the “Securities Act”) 1933, as amended, or any state securities laws (together with the Securities Act, the “Acts”). Therefore, acts and are instead being offered and sold in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that reliance on an exemption from the such registration requirements of the Acts is availablerequirements. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant OP Units are being acquired by such Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and no Contributor has any present intention to distribution enter into any contract, undertaking, agreement, or arrangement with respect to any such resale, within . Such Contributor understands that the meaning OP Agreement will restrict transfer of the Securities Act. Upon exercise OP Units and that the Certificates will contain the following legend reflecting the requirement that the OP Units cannot be resold without registration under such laws or the availability of this Warrantan exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instrumentsAS AMENDED, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsOR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO EXTRA SPACE STORAGE LP AN OPINION OF COUNSEL SATISFACTORY TO EXTRA SPACE STORAGE LP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

Securities Law Matters. Warrantholder represents to the Company as follows: (a) Neither this Warrant nor the securities issuable upon exercise Warrants and Common Stock to be acquired by Warrantholder pursuant hereto will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”"SECURITIES ACT") or any applicable state securities laws laws, and such securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (together with b) the Warrantholder understands that (a) the Warrants and Common Stock issuable on exercise have not been registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and nor qualified under the securities which may be issued upon the exercise hereoflaws of any other jurisdiction, may (b) such securities cannot be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, resold unless they subsequently are registered under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (and the regulations promulgated thereunderc) and this Warrant does not grant the Warrantholder any right to require such registration or qualification; (c) Warrantholder is familiar with the term "accredited investor" as defined in Rule 501 under the Securities Act and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, investor is an "accredited investor" within the meaning of such term in Rule 501 under the Securities Act. Upon exercise of this Warrant, ; 10 CONFIDENTIAL (d) Warrantholder is sophisticated in financial matters and the persons entitled market for Internet companies and is able to receive evaluate the shares of securities into which this Warrant is exercisable may be required to execute risks and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance benefits of the issuance investment in the Warrants and Common Stock issuable on exercise; (e) Warrantholder is able to bear the economic risk of this Warrant its investment in the Warrants and the securities Common Stock issuable on exercise for an indefinite period of this Warrant with time; and (f) Warrantholder has had an opportunity to ask questions and receive answers concerning the Actsterms and conditions of the offering of securities and has had full access to such other information concerning the Company as investor has requested.

Securities Law Matters. (a) Neither this Warrant nor Each of the securities issuable upon exercise of this Warrant have been Shareholders recognizes and understands that the Weatxxxxxxx Xxxres to be issued to the Shareholders (the "securities") will not, except as expressly provided in Article 4, be registered under the Securities Act (as defined in Section 10.43), or under the securities laws of 1933 any state (the “Securities Act”) or any state "securities laws (together with laws"). The securities are not being so registered in reliance upon exemptions from the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Act and the securities laws which may be issued upon are predicated, in part, on the exercise hereofrepresentations, may not be exercised, sold, transferred, pledged or hypothecated in warranties and agreements of the absence Shareholders contained herein. (b) Each of the Shareholders represents and warrants that (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisableShareholder has business knowledge and experience, respectivelysuch experience being based on actual participation therein, under the Acts, or (ii) such Shareholder is capable of evaluating the Holder’s delivery to the Borrower merits and risks of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined investment in the Securities Act (Weatxxxxxxx Xxxres and the regulations promulgated thereundersuitability thereof as an investment therefor, (iii) and this Warrant and any securities issuable upon exercise of this Warrant are being the Weatxxxxxxx Xxxres to be acquired by the Shareholders will be acquired solely for investment, investment and not with a view toward resale or redistribution in violation of the securities laws, (iv) such Shareholder is a natural person, or a trust for the benefit of the children of a natural person, whose residence and domicile are in the State of Louisiana, (v) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of the Buyer or Weatxxxxxxx xx as to distribution or resale, the value of the Weatherford Shares and (vi) each of the Shareholders is an "accredited investor" within the meaning of Regulation D promulgated by the Commission pursuant to the Securities Act. Upon exercise Each of the Shareholders understands that neither Weatxxxxxxx xxx the Buyer is under any obligation to file a registration statement or to take any other action under the securities laws with respect to any such securities. (c) Each of the Shareholders have consulted with his or her own counsel in regard to the securities laws and are fully aware (i) of the circumstances under which such Shareholder is required to hold the securities, (ii) of the limitations on the transfer or disposition of the securities, (iii) that the securities must be held indefinitely unless the transfer thereof is registered under the securities laws or an exemption from registration is available and (iv) that no exemption from registration is likely to become available for at least one year from the date of acquisition of the securities. Each of the Shareholders have been advised by his or her counsel as to the provisions of Rules 144 and 145 as promulgated by the Commission under the Securities Act and have been advised of the applicable limitations thereof. Each of the Shareholders acknowledge that Weatxxxxxxx xxx the Buyer are relying upon the truth and accuracy of the representations and warranties in this Section 2.15 by each of the Shareholders in consummating the transactions contemplated by this Agreement without registering the securities under the securities laws. (d) Each of the Shareholders has been furnished with the SEC Documents. Each of the Shareholders has been furnished with a summary description of the terms of this WarrantAgreement, the persons entitled Weatxxxxxxx Xxxres and Weatxxxxxxx, xxd the Buyer and Weatxxxxxxx xxxe made available to each of the Shareholders the opportunity to ask questions and receive answers concerning the shares terms and conditions of securities into the transactions contemplated by this Agreement and to obtain any additional information which this Warrant is exercisable may be required to execute and deliver they possess or could reasonably acquire for the purpose of verifying the accuracy of information furnished to the Company such other documents Shareholders as set forth herein or for the purpose of considering the transactions contemplated hereby. Weatxxxxxxx xxx offered to make available to each of the Shareholders upon request at any time all exhibits filed by Weatxxxxxxx xxxh the Commission as part of any of the reports filed therewith. (e) Each of the Shareholders agree that the certificates representing the Weatxxxxxxx Xxxres will be imprinted with the following legend, the terms of which are specifically agreed to: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. WITHOUT SUCH REGISTRATION, SUCH SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. Each of the Shareholders understands and instruments, agrees that appropriate stop transfer notations will be placed in form reasonably satisfactory the records of Weatxxxxxxx xxx with its transfer agents in respect of the securities which are to be issued to the Company Shareholders. Weatxxxxxxx xxxees that any Weatxxxxxxx Xxxres sold pursuant to effect an effective registration statement shall have the compliance above legend removed to permit the closing of the issuance sale within three Business Days of this Warrant written notice of the sale and certification by the selling Shareholder that the sale was made pursuant to the plan of distribution described in the registration statement and the securities issuable on exercise of this Warrant prospectus delivery requirements under the Securities Act were fully complied with in connection with the Actssale.

Securities Law Matters. (a) Neither this Warrant nor The Subscriber understands and agrees that the securities issuable upon exercise Purchased Common Stock is being offered in a transaction not involving any public offering within the United States within the meaning of this Warrant have the Securities Act and that the Purchased Common Stock has not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Actand, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereofunless so registered, may not be exercisedresold except as permitted in the following sentence. The Subscriber agrees that, soldif in the future it decides to offer, transferredresell, pledge or otherwise transfer such Purchased Common Stock, such Purchased Common Stock may be offered, resold, pledged or hypothecated in otherwise transferred only (a) to the absence of Company or a subsidiary thereof, (ib) an effective pursuant to a registration statement or post-that has been declared and is effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, Securities Act or (iic) the Holder’s delivery pursuant to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an any other available exemption from the registration requirements of the Acts is availableSecurities Act, and subject to compliance with any applicable state securities laws. The Holder Subscriber understands, unless and until the Company notifies the Subscriber otherwise in writing, that the registrar and transfer agent for the Purchased Common Stock will not be required to accept for registration of this Warranttransfer any Purchased Common Stock, including and that the Company reserves the right to restrict any successive Warrantoffer, further represents sale or other transfer of the Purchased Common Stock, in each case, pursuant to clause (c) above, except upon delivery of an opinion of counsel selected by the transferor and warrants by accepting this Warrant reasonably acceptable to the Company (it being understood that such Holder the law firm of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP is an “Accredited Investor” as such term is defined acceptable to the Company), the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that transfer does not require registration under the Securities Act. In addition, the Subscriber understands that, unless and until the Company notifies the Subscriber otherwise in writing, the Company reserves the right to restrict any offer, sale or other transfer of the Purchased Common Stock pursuant to clause (c) above in any sale other than a transaction described in Rule 144(f) or Rule 144(k) (in which case appropriate customary documentation thereof will be delivered to the Company and the transfer agent) promulgated under the Securities Act (or any successor rules) unless the Company receives from the transferee in such sale a completed and executed Transferee’s Letter substantially in the regulations promulgated thereunder) and this Warrant and form attached hereto as Appendix A. The Subscriber further understands that any certificates representing the Purchased Common Stock will bear the following legend (the “Legend”): THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. [IF APPLICABLE] [THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD, AS SET FORTH IN CERTAIN DEFINITIVE AGREEMENTS BETWEEN THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SECURITIES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.] The Company shall reissue promptly certificates without such Legend at the request of any holder thereof if the holder shall have obtained opinion of counsel reasonably acceptable to the Company (it being understood that the law firm of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP is acceptable to the Company), to the effect that, or the Company is otherwise satisfied that, the securities issuable upon exercise proposed to be disposed of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning may lawfully be so disposed of without registration under the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.

Securities Law Matters. (a) Neither this Warrant nor As soon as practicable following the securities issuable upon exercise execution of this Warrant have been registered under the Securities Act of 1933 Agreement, Finisar will file a request for a hearing (the “Securities Act”"Hearing") before the Commissioner of Corporations of the State of California to consider the terms, conditions and fairness of the transactions contemplated by this Agreement pursuant to Section 25142 of the California Corporations Code, together with an application for a permit relating to the transactions contemplated by this Agreement and the Agreement of Merger (the "Permit"). Sensors and the Principal Shareholders shall promptly furnish to Finisar all data and information relating to Sensors and the Principal Shareholders as may be necessary in connection with such request and application and such other notices and documents as may be required in connection with the Hearing. Finisar, Sensors and the Principal Shareholders shall use their respective best efforts to cause the Hearing to take place and the Permit to be issued at the earliest practicable date. (b) Finisar shall prepare and file with appropriate state securities or "Blue Sky" authorities all applications for qualification or approval (or notices required to perfect exemptions from such compliance) as may be required in connection with the Merger. Sensors and the Principal Shareholders shall use their respective best efforts to assist Finisar as may be necessary to comply with all appropriate state securities or Blue Sky laws which may be applicable in connection with the Merger. (c) In connection with the Hearing, Sensors shall prepare, with the cooperation of Finisar, a Consent Solicitation Statement describing this Agreement and the transactions contemplated hereby and thereby for the purpose of soliciting the approval of Sensors Shareholders. Finisar shall provide such information about itself as Sensors shall reasonably request. The information supplied by Sensors for inclusion in the Consent Solicitation Statement shall not, on the date the solicitation statement is first mailed to Sensors Shareholders or at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Sensors makes no representation, warranty or covenant with respect to any information supplied by Finisar or Sub which is contained in any of the foregoing documents. The information supplied by Finisar for inclusion in the solicitation statement shall not, on the date the solicitation statement is first mailed to Sensors' shareholders, nor at the Effective Time, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication which has become false or misleading. Notwithstanding the foregoing, Finisar and Sub make no representation, warranty or covenant with respect to any information supplied by Sensors which is contained in any of the foregoing documents. (d) The Consent Solicitation Statement shall constitute a disclosure document for the offer and issuance of shares of Finisar Common Stock to be received by the holders of Sensors Common Stock in the Merger. Finisar and Sensors shall each use reasonable commercial efforts to cause the Consent Solicitation Statement to comply with applicable federal and state securities laws (together requirements. Each of Finisar and Sensors agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the solicitation statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the Securities Actother's counsel and auditors in the preparation of the solicitation statement. Sensors will promptly advise Finisar, and Finisar will promptly advise Sensors, in writing if at any time prior to the Effective Time either Sensors or Finisar shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the solicitation statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The solicitation statement shall contain the unanimous recommendation of the Board of Directors of Sensors that the Sensors shareholders approve the Merger and this Agreement and the unanimous conclusion of the Board of Directors that the terms and conditions of the Merger are fair and reasonable to the shareholders of Sensors. Anything to the contrary contained herein notwithstanding, Sensors shall not include in the solicitation statement any information with respect to Finisar or its affiliates or associates, the “Acts”)form and content of which information shall not have been approved by Finisar prior to such inclusion. (e) Upon receipt of the Permit, Sensors shall, as promptly as possible but not later than three (3) days following the effectiveness of the Permit, submit this Agreement and the transactions contemplated hereby to the Sensors shareholders for approval and adoption as provided by New Jersey law and its Certificate of Incorporation and Bylaws. ThereforeSensors shall use its best efforts to solicit and obtain the consent of the Sensors shareholders sufficient to approve the Merger and this Agreement and to enable the Closing to occur as promptly as practicable and, in orderany event, among other thingson or before November 30, to 2000. Sensors shall ensure that the meeting of the Sensors shareholders called for the purpose of approving the Merger and this Agreement, or the solicitation of written consents of the Sensors shareholders without a meeting, is conducted, and that all proxies solicited by Sensors in connection with any such meeting are solicited, in compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant applicable law and the securities which Sensors charter documents. Sensors' obligation to call, give notice of, convene and hold the shareholders' meeting, or to solicit the written consent of its shareholders without a meeting, in accordance with this Section 6.8(e) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Sensors of any Sensors Acquisition Proposal. (f) SCHEDULE 6.8(f) sets forth those persons who, in Sensors' reasonable judgment are or may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence "affiliates" of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, Sensors within the meaning of Rule 145 (each such person a "Sensors Affiliate"). Sensors shall provide Finisar such information and documents as Finisar shall reasonably request for purposes of reviewing such list. Sensors shall deliver or cause to be delivered to Finisar, promptly following the Securities Act. Upon exercise execution of this WarrantAgreement (and in any case prior to the Closing) from each of the Sensors Affiliates, an executed Affiliate Agreement in the persons form attached hereto as EXHIBIT C. Finisar shall be entitled to receive place appropriate legends on the shares of securities into which this Warrant is exercisable may certificates evidencing any Finisar Common Stock to be required to execute and deliver received by such Sensors Affiliates pursuant to the Company such other documents terms of this Agreement, and instruments, in form reasonably satisfactory to issue appropriate stop transfer instructions to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant transfer agent for Finisar Common Stock, consistent with the Actsterms of such Affiliate Agreements.

Securities Law Matters. (ai) Neither this Warrant nor Such Contributor is now or, at the time of Closing, will be, an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (ii) Such Contributor's primary residence or principal place of business is in the state set forth on Exhibit Q; (iii) Such Contributor is acquiring the Units for such Contributor's account for investment purposes only and not with a present view to distribution; (iv) Taking into account the information and resources such Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, such Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in securities issuable upon exercise presenting an investment decision like that involved in the acquisition of this Warrant have the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information such Contributor deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement attached hereto which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "FWRLP Partnership Agreement"), except that the FWRLP Partnership Agreement has been further amended solely to reflect exchanges of Units (as defined in the Prospectus) for shares of the REIT's common stock by holders of such Units in accordance with the terms of the FWRLP Partnership Agreement); (v) Such Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of ) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the FWRLP Partnership Agreement; (vi) Such Contributor acknowledges that the Units to be issued must be held unless and until they are subsequently registered under the Securities Act of 1933 (the “Securities Act”) or any and under applicable state securities laws or blue sky laws, unless exemptions from such registrations are available at the time of resale; (together vii) Prior to the issuance of the Units, such Contributor will execute all such other documents and instruments as may be reasonably necessary to allow FWRLP to comply with federal and state securities law requirements with respect to the issuance of the Units and to comply with the terms of the FWRLP Partnership Agreement; (viii) As required by the Pennsylvania Securities ActAct of 1972, the “Acts”). Thereforeif such Contributor is a resident of, in orderor has his, among other things, to ensure compliance with the Acts notwithstanding anything else her or its principal place of business in the Warrant Commonwealth of Pennsylvania, they shall not resell his, her or its Units for a period of twelve (12) months from and after the date of their issuance to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery Contributor unless pursuant to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of such act or an order from the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents Pennsylvania Securities Commission; (ix) Such Contributor acknowledges and warrants by accepting this Warrant agrees that such Holder is an “Accredited Investor” as such term is defined the Units to be issued hereunder shall not be exchangeable and shall not be exchanged for Common Stock in the Securities Act REIT for a period of thirteen (and the regulations promulgated thereunder13) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not months (with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver respect to the Company Units issued at the First Closing, at the Second Closing or pursuant to Section 20 hereof, if any) from and after the date of issuance to such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.Contributor; and

Securities Law Matters. The Seller represents and warrants to the Purchaser and the Parent that (i) it will cause each person or entity issued Purchase Shares pursuant to Section 1.5 to make representations and warranties to the Parent and Purchaser substantially similar to those in this Section 2.28; and (ii) further that the Seller (a) Neither this Warrant nor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of accepting the Purchase Shares; (b) is acquiring the Purchase Shares hereby for its own account and not on behalf of any other person or persons; (c) is acquiring the Purchase Shares for investment purposes; (d) understands that the Purchase Shares may not be sold, transferred, assigned or otherwise disposed of except pursuant to an effective registration statement or upon receipt of an opinion of counsel reasonably satisfactory to the Parent that the transfer is exempt from registration under applicable state and federal securities issuable upon exercise of this Warrant have been registered laws; (e) is an “accredited investor” under the Securities Act of 1933 1933, as amended (the “Securities 1933 Act”); and (f) has been informed that the certificates representing the Purchase Shares will bear the following or any state securities laws (together with the Securities Actsubstantially similar legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, the “Acts”). ThereforeAS AMENDED, in orderOR UNDER ANY STATE SECURITIES LAWS, among other thingsAND MAY NOT BE SOLD, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsTRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

Securities Law Matters. (a) Neither Seller recognizes and understands that the Stock Component to be issued to it pursuant to this Warrant nor Agreement (the securities issuable upon exercise of this Warrant have been "Securities") will not be registered under the Securities Act Act, or under the securities laws of 1933 (the “Securities Act”) or any state securities laws (together with collectively, the "Securities Laws"). The Securities are not being so registered in reliance upon exemptions from the Securities Act, Act and the “Acts”). ThereforeSecurities Laws which are predicated, in orderpart, among other thingson the representations, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrarywarranties, the Holder and agreements of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Seller contained herein. Seller represents and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of warrants that (i) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an effective registration statement or post-effective amendment thereto investment in the Stock Component and the suitability thereof as an investment for such Warrants or the securities into which this Warrant is exercisablethem, respectively, under the Acts, or (ii) the Holder’s delivery Stock Component to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of be acquired by it in connection with this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being Agreement will be acquired solely for investment, investment and not with a view to distribution toward resale or resale, within the meaning redistribution in violation of the Securities ActLaws, (iii) its domicile is in the State of Oklahoma, and (iv) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of Purchaser or its parent company, EHI, or as to the value of the Stock Component. Upon exercise Seller understands that EHI is under no obligation to file a registration statement or to take any other action under the securities laws with respect to the Securities. (b) Seller has consulted with its own counsel in regard to the Securities Laws and is fully aware: (i) of the circumstances under which it is required to hold the Securities, (ii) of the limitations on the transfer or disposition of the Securities, (iii) that the Securities must be held indefinitely unless the transfer thereof is registered under the Securities Laws or an exemption from registration is available, and (iv) that no exemption from registration is likely to become available for at least one (1) year from the date of acquisition of the Securities. Seller has been advised by its counsel as to the provisions of Rules 144 and 145 as promulgated by the Commission under the Securities Act and has been advised of the applicable limitations thereof. Seller acknowledges that EHI, Sub, and Steel are relying upon the truth and accuracy of the representations and warranties made by Seller in this WarrantSection 4.6 in consummating the transactions contemplated by this Agreement without registering the Securities under the Securities Laws. (c) Purchaser and EHI each has made available to Seller and Xxxxxxx the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which they possess or could reasonably acquire for the purpose of verifying the accuracy of information furnished to Seller and Xxxxxxx each as set forth herein or for the purpose of considering the transactions contemplated hereby. Seller agrees that the certificates representing the Stock Component pursuant to this Agreement will be imprinted with the following legend (or a similar legend), the persons entitled to receive terms of which are specifically agreed to: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. WITHOUT SUCH REGISTRATION, SUCH SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO STEEL OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STEEL THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OR THE SUBMISSION TO STEEL OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO STEEL TO THE EFFECT THAT SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. ADDITIONALLY, THE ARTICLES OF INCORPORATION, AS AMENDED, WHICH ARE ON FILE IN THE XXXXXX XX XXX XXXXXXXXX XX XXXXX XX XXX XXXXX XX XXXXX AND A COPY OF WHICH THE CORPORATION WILL FURNISH ANY SHAREHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST, DENY PRE-EMPTIVE RIGHTS OF SHAREHOLDERS AND THE RIGHT OF SHAREHOLDERS TO CUMULATE VOTES IN THE ELECTION OF DIRECTORS, AND SET FORTH THE DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE RIGHTS OF EACH CLASS OF STOCK THE CORPORATION IS AUTHORIZED TO ISSUE. FURTHER, NOTICE IS HEREBY GIVEN THAT THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UNDER CERTAIN CIRCUMSTANCES AS PROVIDED BY THE BYLAWS OF THE CORPORATION WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION. A COPY OF THE BYLAWS WILL BE FURNISHED WITHOUT CHARGE UPON REQUEST BY THE HOLDER OF THIS CERTIFICATE TO THE CORPORATION AT ITS PRINCIPAL OFFICE OR REGISTERED OFFICE. Seller understands and agrees that appropriate stop transfer notations will be placed in the shares records of securities into which this Warrant is exercisable may be required to execute EHI and deliver to the Company such other documents and instruments, with its transfer agents in form reasonably satisfactory to the Company to effect the compliance respect of the issuance of Securities which are to be issued to them under this Warrant and the securities issuable on exercise of this Warrant with the ActsAgreement.

Securities Law Matters. (ai) Neither this Warrant nor Such Contributor who shall receive the securities issuable upon exercise Units is now or, at the time of this Warrant have been registered Closing, will be, an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933 1933, as amended (the “"Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”"). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or ; (ii) the Holder’s delivery to the Borrower Such Contributor's primary residence or principal place of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts business is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act State of Maryland; (and iii) Such Contributor is acquiring the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Units for investment, such Contributor's account for investment purposes only and not with a view to distribution or resale, within distribution; (iv) Taking into account the meaning information and resources such Contributor can practically bring to bear on the acquisition of the Securities Act. Upon exercise Units in FWRLP contemplated hereby, such Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of this Warrantthe Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information such Contributor deems relevant in making an informed decision to acquire the persons entitled Units (including the Confidential Information Statement attached hereto which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"), except that the Partnership Agreement has been further amended solely to receive the reflect exchanges of Units for shares of the REIT's common stock (the "Common Stock") by holders of such Units in accordance with the terms of the Partnership Agreement); (v) Such Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of ) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the Partnership Agreement; (vi) Such Contributor acknowledges that the Units to be issued must be held unless and until they are subsequently registered under the Securities Act and under applicable state securities into which this Warrant is exercisable may be required to execute and deliver or blue sky laws, unless exemptions from such registrations are available at the time of resale; (vii) Prior to the Company issuance of the Units, such Contributor will execute all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with federal and state securities law requirements with respect to the issuance of this Warrant the Units and the securities issuable on exercise of this Warrant to comply with the Actsterms of the Partnership Agreement; and (viii) Such Contributor acknowledges and agrees that the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common Stock for a period of thirteen (13) months from and after the date of issuance to such Contributor.

Securities Law Matters. (ai) Neither this Warrant nor Such Contributor who shall receive the Units is now or, at the time of Closing, will be, an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (ii) Such Contributor's primary residence or principal place of business is in the State of Maryland; (iii) Such Contributor is acquiring the Units for such Contributor's account for investment purposes only and not with a present view to distribution; (iv) Taking into account the information and resources such Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, such Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in securities issuable upon exercise presenting an investment decision like that involved in the acquisition of this Warrant have the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information such Contributor deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement attached hereto which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"), except that the Partnership Agreement has been further amended solely to reflect exchanges of Units for shares of the REIT's common stock (the "Common Stock") by holders of such Units in accordance with the terms of the Partnership Agreement); (v) Such Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of ) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the Partnership Agreement; (vi) Such Contributor acknowledges that the Units to be issued must be held unless and until they are subsequently registered under the Securities Act of 1933 (the “Securities Act”) or any and under applicable state securities laws or blue sky laws, unless exemptions from such registrations are available at the time of resale; (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (ivii) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery Prior to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements issuance of the Acts is available. The Holder of this WarrantUnits, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to Contributor will execute and deliver to the Company all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with federal and state securities law requirements with respect to the issuance of this Warrant the Units and the securities issuable on exercise of this Warrant to comply with the Actsterms of the Partnership Agreement; and (viii) Such Contributor acknowledges and agrees that the Units to be issued hereunder shall not be exchangeable and shall not be exchanged for Common Stock for a period of thirteen (13) months from and after the date of issuance to such Contributor.

Securities Law Matters. The Grantee acknowledges receipt of advice from CERA, Inc. that (aI) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been Exercise LLC Units will not be registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities laws or "blue sky" laws, (together with II) the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Exercise LLC Units may not be exercisedoffered, sold, assigned, transferred, pledged pledged, hypothecated or hypothecated otherwise disposed of or encumbered except in accordance with the LLC Agreement, (III) the Exercise LLC Units must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise LLC Units until the Exercise LLC Units are subsequently registered under the Securities Act and any applicable state securities laws or any exemption from registration is available, (IV) it is not anticipated that there will be any public market for the Exercise LLC Units, (V) the resale restrictions under Rule 144 ("RULE 144") or Rule 145 ("RULE 145") promulgated under the Securities Act may be applicable to sales of the Exercise LLC Units by the Grantee or the relevant permitted transferee, as applicable, (VI) CERA, Inc. has made no covenant to make Rule 144 available with respect to sales of securities of the Parent, (VII) neither the Parent nor CERA, Inc. plans to file reports with the Commission or make information concerning the Parent publicly available unless required to do so by law or by the terms of its financing agreements, (VIII) if the exemption afforded by Rule 144 is not available, sales of the Exercise LLC Units may be difficult to effect because of the absence of public information concerning the Parent, (iIX) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise LLC Units and (X) a notation shall be made in the appropriate records of CERA, Inc. and the Parent indicating that the Exercise LLC Units are subject to restrictions on transfer set forth in the LLC Agreement and, if the Parent should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise LLC Units.

Securities Law Matters. (a) Neither Seller, by reason of its business and financial experience, has the capacity to protect its interests in investments in illiquid securities such as the Parent Shares. Seller has carefully evaluated its financial resources and investment position and the risks associated with an investment in the Parent Shares and is able to bear the economic risk of such investment. Seller has adequate means for providing for its current needs and contingencies and has no need for liquidity in this Warrant nor investment. Seller's overall commitment to investments that are not readily marketable is not disproportionate to its net worth and Seller's investment in the securities issuable Parent Shares will not cause such overall commitment to become excessive. (b) Seller has reviewed the merits of an investment in the Parent Shares with tax and legal counsel and an investment advisor to the extent deemed advisable by Seller. Seller acknowledges that it has been given a full opportunity to ask questions of and to receive answers from the officers, agents, and representatives of Parent concerning the terms and conditions of the investment and the business of Parent and to obtain such other information as desired in order to evaluate an investment in the Parent Shares. Seller further acknowledges that it has relied solely upon exercise its own independent investigations and the representations and warranties of Parent contained herein, and has received no representation or warranty from Parent or any of its affiliates, employees or agents other than those set forth in this Warrant have been registered Agreement. Seller further acknowledges and understands that no federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the Parent Shares. (c) Seller understands that the Parent Shares to be issued pursuant to this Agreement will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferredpledged, pledged or hypothecated otherwise transferred in the absence of (i) an effective registration statement or post-effective amendment pertaining thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, Securities Act and under any applicable state securities laws or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements thereof. Seller further understands that the Parent Shares will bear substantially the legend set forth in Section 2A.04. (d) Seller acknowledges and agrees that the sale of Parent Shares will be solely for the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investmentSeller's account, and not for the account of any other person or with a view to any resale or distribution thereof. Seller understands that the Parent Shares have not been registered under the Securities Act, or resalethe securities laws of certain states, within in reliance upon specific exemptions from registration thereunder, and agrees that the meaning Parent Shares may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act and applicable state securities laws. Seller further understands that Parent has no obligation and does not intend to cause the Parent Shares to be registered under the Securities Act. Upon exercise Seller further understands that it is not anticipated that there will be any market for resale of the Parent Shares and that it may not be possible for Seller to liquidate an investment in the Parent Shares on an emergency basis. (e) Seller understands that the representations and warranties set forth in this Warrant, the persons entitled Section 3.21 are being provided to receive the shares of securities into which this Warrant is exercisable determine whether Parent Shares may be required issued to execute Seller pursuant to section 4(2) of the Securities Act and deliver similar exemptions under applicable state securities laws. Seller will notify the Parent immediately of any change in any such information occurring prior to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsClosing.

Securities Law Matters. Such Member hereby agrees, represents and warrants to Buyer as follows: (a) Neither this Warrant nor Such Member is acquiring the securities issuable upon exercise Promissory Note for his or her own account and not with a view to its distribution within the meaning of this Warrant have been registered under the Securities Act Section 2(11) of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of . (ib) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder Such Member is an “Accredited Investoraccredited investor” as such term is defined in Rule 501(a) under the Securities Act Act. (c) Such Member confirms that Buyer has made available to such Member and his or her Representatives the regulations promulgated thereunderopportunity to ask questions of the officers and management employees of Buyer and to acquire such additional information about the business and financial condition of Buyer as such Member has requested, and all such information has been received. (d) Such Member is acquiring the Buyer common stock pursuant to Sections 3.1 and this Warrant and any securities issuable upon exercise of this Warrant are being acquired 3.8 solely for investment, such Member’s own account for investment and not with a view to to, or for resale in connection with, any distribution or resale, thereof within the meaning of the Securities Act. Upon exercise Such Member further represents that such Member does not have any present intention of this Warrantselling, offering to sell or otherwise disposing of or distributing such Buyer common stock or any portion thereof, and that the entire legal and beneficial interest of such Buyer common stock being acquired by such shareholder for, and will be held for the account of, such Member only and neither in whole nor in part for any other Person. (e) Such Member is aware that: (i) the Buyer common stock to be issued pursuant to Sections 3.1 and 3.8 has not been registered under the Securities Act, and such Buyer common stock must be held indefinitely unless a transfer of such Buyer common stock is subsequently registered under the Securities Act or an exemption from such registration is available, and that the Buyer is under no obligation to register such common stock of Buyer; and (ii) Buyer will make a notation in its records of the aforementioned restrictions on transfer and legends. (f) Such Member is aware of the provisions of Rule 144, promulgated under the Securities Act (“Rule 144”), which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions, including among other things: (i) the resale occurring not less than six (6) months from the date such shareholder has acquired such Buyer common stock pursuant to Sections 3.1 and 3.8; (ii) the availability of certain public information concerning Buyer; (iii) the sale being through a broker in an unsolicited “broker’s transaction” or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended); and (iv) that any sale of such Buyer common stock may be made by such Member only in limited amounts during any three (3)-month period not exceeding specified limitations. Such Member further represents that such Member understands that at the time such Member wishes to sell such Buyer common stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, Buyer may not be satisfying the current public information requirements of Rule 144, and that, in such event, such Member would be precluded from selling such Buyer common stock under Rule 144 even if the six (6)-month minimum holding period had been satisfied. Such Member represents that such Member understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the Securities and Exchange Commission has expressed its opinion that persons entitled proposing to receive sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (g) Without in any way limiting such Member’s representations and warranties set forth above, such Member further agrees that such Member shall in no event make any disposition of all or any portion of such Buyer common stock which such Member is acquiring unless and until: (i) there is then in effect a registration statement under the shares Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) such Member shall have (1) notified Buyer of securities into which this Warrant is exercisable may be required to execute the proposed disposition and deliver furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and (2) furnished Buyer with an opinion of such Member’s own counsel to the Company effect that such other documents disposition will not require registration of such shares under the Securities Act, and instrumentssuch opinion of such Member’s counsel shall have been concurred in by counsel for Buyer, in form reasonably satisfactory to the Company to effect the compliance and Buyer shall have advised such Member of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actssuch concurrence.

Securities Law Matters. Each Stockholder represents and warrants to Tyler the following: (a) Neither Stockholder is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. (b) Stockholder, by reason of his business and financial experience, has the capacity to protect his interests in investments in illiquid securities such as the Tyler Shares. Stockholder has carefully evaluated his financial resources and investment position and the risks associated with an investment in the Tyler Shares and is able to bear the economic risk of such investment. Stockholder has adequate means for providing for his current needs and personal contingencies and has no need for liquidity in this Warrant nor investment. Stockholder’s overall commitment to investments that are not readily marketable is not disproportionate to his net worth and Stockholder’s investment in the securities issuable Tyler Shares shall not cause such overall commitment to become excessive. (c) Stockholder has reviewed the merits of an investment in the Tyler Shares with tax and legal counsel and an investment advisor to the extent deemed advisable by Stockholder. Stockholder acknowledges that he has been given a full opportunity to ask questions of and to receive answers from the officers, agents, and representatives of Tyler concerning the terms and conditions of the investment and the business of Tyler and to obtain such other information as desired in order to evaluate an investment in the Tyler Shares. Stockholder further acknowledges that he has relied solely upon exercise his own independent investigations, and has received no representation or warranty from Tyler or any of its affiliates, employees, or agents, other than as set forth herein. Stockholder further acknowledges and understands that no federal or state agency has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the Tyler Shares. (d) Stockholder understands that the Tyler Shares to be issued pursuant to this Warrant have been registered Agreement shall constitute “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferredpledged, pledged or hypothecated otherwise transferred in the absence of (i) an effective registration statement or post-effective amendment pertaining thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, Securities Act and under any applicable state securities laws or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements thereof. Stockholder further understands that each certificate representing the Tyler Shares shall bear substantially the legend set forth in Section 1.03(d). (e) Stockholder acknowledges and agrees that the sale of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Tyler Shares shall be solely for investmentStockholder’s account, and not for the account of any other Person or with a view to any resale or distribution thereof. Stockholder understands that the Tyler Shares have not been registered under the Securities Act, or resalethe securities laws of certain states, within in reliance upon specific exemptions from registration thereunder, and agrees that the meaning Tyler Shares may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act and applicable state securities laws. Stockholder further understands that Tyler has no obligation and does not intend to cause the Tyler Shares to be registered under the Securities Act or to comply with any exemption under the Securities Act. (f) Stockholder understands that the representations and warranties set forth in this Section 3.21 are being provided to determine whether the Tyler Shares may be issued to Stockholder pursuant to section 4(2) of the Securities ActAct and similar exemptions under applicable state securities laws. Upon exercise Stockholder shall notify Tyler immediately of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver any change in any such information occurring prior to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsClosing.

Securities Law Matters. (ai) Neither The Contributor acknowledges its understanding that the offering and sale of the OP Units to be acquired pursuant to this Warrant nor the securities issuable upon exercise of this Warrant have been registered Agreement is intended to be exempt from registration under the Securities Act of 1933 1933, as amended and the rules and regulations in effect thereunder (the “Securities "Act”) or any state securities laws (together with the Securities Act"). In furtherance thereof, the “Acts”). Therefore, in order, among other things, Contributor represents and warrants to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant OP as follows: This Warrant : (ii) The Contributor is acquiring the OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other person and not with a view to, or for offer or sale in connection with, any distribution of any thereof except for the securities which may be issued upon distribution thereof to the Unit Holders as provided in Section 1.2 (a) above. The Contributor agrees and acknowledges that except for the transfer of the OP Units to the Unit Holders or the exercise hereofof its redemption rights pursuant to Section 8 of the Partnership Agreement or the exercise of the redemption or pledge rights set forth in Section 7 of the Partnership Amendment it will not, may not be exerciseddirectly or indirectly, soldoffer, transferredtransfer, pledged sell, assign, pledge, hypothecate or hypothecated in otherwise dispose of (hereinafter, "Transfer") any of the absence of OP Units unless (i) the Transfer is pursuant to an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the ActsAct and qualification or other compliance under applicable blue sky or state securities laws, or (ii) counsel for the Holder’s delivery Contributor (which counsel shall be reasonably acceptable to the Borrower of OP) shall have furnished the OP with an opinion of counselopinion, reasonably satisfactory in form and substance to the Borrower OP, to the effect that no such registration is required because of the availability of an exemption from registration under the registration requirements Act and qualification or other compliance under applicable blue sky or state securities laws. (iii) The Contributor is knowledgeable, sophisticated and experienced in business and financial matters; the Contributor has previously invested in securities similar to the OP Units and fully understands the limitations on transfer imposed by the Federal securities laws and as described herein. The Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units; the Contributor has received and reviewed all information and documents about or pertaining to the Company, the OP, the business and prospects of the Acts is availableREIT and the OP and the issuance of the OP Units as the Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the OP, the business and prospects of the REIT and the OP and the OP Units which the Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the OP Units; and the Contributor understands and has taken cognizance of all risk factors related to the purchase of the OP Units. The Holder of this Warrant, including any successive Warrant, further Contributor hereby represents and warrants by accepting this Warrant that such Holder it is an “Accredited Investor” "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended). (iv) The Contributor acknowledges that it has been advised that (i) the OP Units must be held indefinitely unless redeemed pursuant to Section 8 of the Partnership Agreement, and the Contributor must continue to bear the economic risk of the investment in the OP Units unless they have been or are subsequently registered under the Act or an exemption from such registration is available, (ii) a restrictive legend in the form hereafter set forth shall be placed on the certificates representing the OP Units, and (iii) a notation shall be made in the appropriate records of the OP (and the regulations promulgated thereunderCompany) indicating that the OP Units are subject to restrictions on transfer. (v) Each certificate representing the OP Units shall bear the following legend and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investmentno other restrictions or legends: THE OP UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, and not with a view SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT AS OF OCTOBER 9, 1996 AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE OP UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE OPERATING PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER. (vi) Prior to distribution or resale, within the meaning issuance of the Securities Act. Upon exercise of this WarrantOP Units, Contributor and the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to Approved Investors and OP shall execute and deliver to the Company all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow OP to effect the compliance of comply with federal and state securities law requirements with respect to the issuance of this Warrant the OP Units and the securities issuable on exercise of this Warrant to comply with the Actsterms of the Partnership Agreement. (vii) All of the partnership interests in the Contributor are owned by the persons or entities set forth on Exhibit J and are free and clear of all liens, claims and encumbrances except as set forth as Scheduled Liabilities on Exhibit D hereto. The information set forth on Exhibit J is true and correct as of the date hereof and, except for a transfer in connection with the death or incapacity of a partner, or as otherwise indicated on Exhibit J, shall be true and correct as of the Closing Date. Each Approved Investor that is receiving OP Units on the Closing Date will, prior to the expiration of the Due Diligence Period, complete, sign and deliver to OP an Investor Questionnaire in the form attached hereto as Exhibit I (the "Investor Questionnaire").

Securities Law Matters. (ai) Neither this Warrant nor The Contributor and each of its Members is an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (ii) The Members have their primary residences or principal place of business in the Commonwealth of Pennsylvania and the Commonwealth of Virginia; (iii) The recipients of the Units are acquiring the Units for their own respective accounts for investment purposes only and not with a present view to distribution; (iv) Taking into account the personnel and resources Contributor can practically bring to bear on the acquisition of the Units in the FWRLP contemplated hereby, the recipients of the Units are knowledgeable, sophisticated and experienced in making, and are qualified to make, decisions with respect to investments in securities issuable upon exercise presenting an investment decision like that involved in the acquisition of this Warrant the Units, including investments in securities issued by FWRLP, and have been requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement attached hereto as Exhibit I which Contains First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement")); (v) The recipients of the Units will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the Partnership Agreement; (vi) The recipients of the Units acknowledge that the Units to be issued must be held unless and until they are subsequently registered under the Securities Act of 1933 (the “Securities Act”) or any and under applicable state securities laws or blue sky laws, unless exemptions from such registrations are available at the time of resale; (together vii) Prior to the issuance of the Units, the recipients of the Units will execute all such other documents and instruments as may be reasonably necessary to allow FWRLP to comply with federal and state securities law requirements with respect to the issuance of the Units and to comply with the terms of the Partnership Agreement, including without limitation executing an amendment to the Partnership Agreement of FWRLP whereby the recipients of the Units agree to be bound by all of the terms and conditions of the Partnership Agreement; (viii) As required by the Pennsylvania Securities ActAct of 1972, recipients of Units who are residents of, or who have their principal place of business in, the “Acts”). ThereforeCommonwealth of Pennsylvania, in order, among other things, shall not resell his or its Units for a period of twelve (12) months from and after the issuance thereof unless pursuant to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of such act or an order from the Acts is availablePennsylvania Securities Commission; (ix) The recipients of the Units acknowledge and agree that, notwithstanding Section 8.6 of the FWRLP Partnership Agreement, the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common and Preferred Stock, as applicable, of First Washington Realty Trust, Inc. ("REIT") for a period of thirteen (13) months from and after the Closing Date (with respect to the Units issued pursuant to Section 2(a)(ii)(A)) and for a period of thirteen (13) months after the Second Issuance Date (with respect to the Units issued pursuant to Section 2(a)(ii)(B)); and (x) The foregoing representations and covenants in this subsection (r) shall survive Closing without limitation. The Holder FWRLP hereby agrees that, at Closing, Contributor may transfer the Units to its Members in accordance with the percentages set forth in Exhibit M to this Agreement, or may request FWRLP to issue the Units directly to such Members, provided that the Members receiving such Units shall acknowledge and agree to be bound (on a several basis with respect to matters pertaining to such Members) by all of the provisions of this WarrantSection 5(r) and any other provision of this Agreement relating to the Units (in lieu of Contributor), including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view Units hereby agree to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsso bound.

Securities Law Matters. The Grantee acknowledges receipt of advice from the Company that (ai) Neither this Warrant nor the securities issuable upon exercise of this Warrant Exercise Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) or qualified under any state securities or “blue sky” or non-U.S. securities laws, (ii) it is not anticipated that there will be any public market for the Exercise Shares, (iii) the Exercise Shares must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise Shares unless the Exercise Shares are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (together iv) while the Company is currently obligated under its Financing Agreements to file periodic reports with the Securities ActCommission and, accordingly, Rule 144 may be presently available with respect to sales of securities of the Company, the “Acts”). ThereforeCompany has made no covenant to the Grantee to continue to make Rule 144 available, (v) when and if the Exercise Shares may be disposed of without registration in orderreliance upon Rule 144, among other things, to ensure compliance such disposition can be made only in limited amounts in accordance with the Acts notwithstanding anything else in terms and conditions of such Rule, (vi) the Warrant Company does not plan to contraryfile reports with the Commission or make public information concerning the Company available unless required to do so by law or the terms of its Financing Agreements, (vii) if the Holder exemption afforded by Rule 144 is not available, sales of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which Exercise Shares may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in difficult to effect because of the absence of public information concerning the Company, (iviii) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Exercise Shares are subject to restrictions on transfer set forth in this Agreement and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise Shares.

Securities Law Matters. (ai) Neither this Warrant nor Contributor is now or, at the time of Closing, will be, an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (ii) Such Contributor's primary residence or principal place of business is in the State of Maryland; (iii) Such Contributor is acquiring the Units for such Contributor's account for investment purposes only and not with a present view to distribution; (iv) Taking into account the information and resources such Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, such Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in securities issuable upon exercise presenting an investment decision like that involved in the acquisition of this Warrant have the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information such Contributor deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement attached hereto which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"), except that the Partnership Agreement has been further amended solely to reflect exchanges of Units for shares of the REIT's common stock (the "Common Stock") by holders of such Units in accordance with the terms of the Partnership Agreement); (v) Such Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of ) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the Partnership Agreement; (vi) Such Contributor acknowledges that the Units to be issued must be held unless and until they are subsequently registered under the Securities Act of 1933 (the “Securities Act”) or any and under applicable state securities laws or blue sky laws, unless exemptions from such registrations are available at the time of resale; (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (ivii) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery Prior to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements issuance of the Acts is available. The Holder of this WarrantUnits, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to Contributor will execute and deliver to the Company all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with federal and state securities law requirements with respect to the issuance of this Warrant the Units and the securities issuable on exercise of this Warrant to comply with the Actsterms of the Partnership Agreement; and (viii) Such Contributor acknowledges and agrees that the Units to be issued hereunder shall not be exchangeable and shall not be exchanged for Common Stock for a period of thirteen (13) months from and after the date of issuance to such Contributor.

Securities Law Matters. (a) Neither this Warrant nor Portfolio is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and Portfolio was not organized for the specific purpose of acquiring the Portfolio Interest; (b) Portfolio has sufficient knowledge and experience in investing in companies similar to the UPREIT in terms of the UPREIT’s stage of development and other relevant factors so as to be able to evaluate the risks and merits of its investment in the UPREIT and it is able financially to bear the risks thereof; (c) Portfolio has had an opportunity to discuss with GTJ and GTJ’s management the terms of the Portfolio Contribution and the business, management and financial affairs of GTJ and the GTJ POEs and to obtain any additional information regarding the foregoing which Portfolio possesses or can acquire without unreasonable effort or expense; (d) The Portfolio Interest is being acquired for Portfolio’s own account and not with a view to, or the intention of, any distribution in violation of the Securities Act or any applicable state securities issuable upon exercise of this Warrant have laws; and (e) Portfolio understands that (i) the Portfolio Interest has not been registered under the Securities Act by reason of 1933 (the “Securities Act”) or any state securities laws (together with sale of the Securities Act, the “Acts”). Therefore, Interest in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption a transaction exempt from the registration requirements of the Acts Securities Act, (ii) the Portfolio Interest must be held indefinitely unless a subsequent disposition thereof is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in registered under the Securities Act or is exempt from such registration, (iii) the Portfolio Interest may not be transferred, sold, pledged, hypothecated or otherwise disposed of in the absence of an effective registration statement with respect to the securities evidenced by this certificate, filed and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of made effective under the Securities Act. Upon exercise Act and such applicable state securities laws, or unless the UPREIT receives an opinion of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably counsel satisfactory to the Company UPREIT to the effect that registration under such act and such applicable state securities laws is exempt therefrom, and (iv) the compliance Portfolio Interest shall be subject to the restrictions on transfer set forth in the UPREIT LPA. (f) Portfolio and its representatives, attorneys, accountants and consultants have reviewed all the public filings of the issuance of this Warrant and the securities issuable on exercise of this Warrant GTJ as filed with the ActsSecurities and Exchange Commission.

Securities Law Matters. (a) Neither APG represents and warrants to the Company and the other stockholders of the Company that APG used no "purchaser's representative" (as that term is used in Regulation D as promulgated by the Securities and Exchange Commission) in connection with this Warrant transaction. APG represents and warrants to the Company and the other stockholders of the Company that neither The Jordan Company nor any of its employees or affiliates has acted as a representative of APG in the securities issuable upon exercise subject transaction. APG represents that it has substantial knowledge and experience in financial, investment and business matters, and specifically in the business of the Company, and has the requisite knowledge and experience to evaluate the risks and merits of this Warrant investment. APG represents and warrants that the decision of APG to purchase the Stock hereunder has been made by APG independent of any other stockholder of the Company and independent of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any Stockholder of the Company or other person. APG represents and warrants to the Company and the other Stockholders of the Company that APG can and will bear the economic risks of its investment in the Company and acknowledges that it is able to hold the Company's unregistered Stock indefinitely and is able to sustain a complete loss if the stock becomes worthless. (b) APG acknowledges to the Company and the other stockholders of the Company that the Stock being purchased hereunder has not been registered under the Securities Act of 1933 1933, as amended (the “"Securities Act”"), on the ground that the sales of Common Stock pursuant to this Agreement are exempt under Section 4(2) of the Securities Act as not constituting a distribution, and that the Company's reliance on such exemption is predicated in part on APG's representation which APG herewith makes that the Stock has been acquired solely by and for the account of APG for investment purposes only, and is not being purchased for subdivision, fractionalization, resale or distribution. APG has no contract, undertaking, agreement or arrangement with any other stockholder to sell, transfer or pledge to such other stockholder or anyone else the Stock (or any state part thereof) which APG has purchased hereunder. APG has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. The Stock has not been registered or qualified for resale under applicable securities laws laws, and may not be sold except pursuant to such registration or qualification thereunder or an exemption therefrom. APG has adequate means of providing for APG's current needs and possible contingencies and has a net worth equal to at least three times its (together c) In the event that in the future the Company engages in any negotiation or transaction (including a merger or consolidation or other reorganization by or of the Company) in which Regulation D promulgated by the SEC may or will be available to the Company, APG, in the event it is not then a professional investor, agrees irrevocably (and with the Securities Actknowledge and intention that the other holders of the Company's stock of all classes will rely thereon in making their respective present investment decisions) that APG will, within 5 business days of notice from the “Acts”). ThereforeCompany, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated given in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements sole discretion of the Acts is available. The Holder of this WarrantCompany, including any successive Warrant, further represents appoint a purchaser's representative or representatives who shall be qualified and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver acceptable to the Company such and any other documents and instruments, person(s) who is (are) involved in form reasonably satisfactory the proposed transaction so that the maximum benefits of Regulation D shall be available to the Company to effect the compliance and all of its stockholders. APG acknowledges that any stockholder of the issuance Company who does not perform this covenant shall be liable to the Company and all of this Warrant and the securities issuable on exercise of this Warrant with the ActsCompany's other stockholders for any damage or loss that may or might be incurred thereby.

Securities Law Matters. 4.1 The Investor is aware of an acknowledges to and agrees with the Issuer as follows: (a) Neither this Warrant nor the securities issuable upon exercise of this Warrant Units/Shares have not been and will not be registered under the Securities Act in reliance on the exemptions under the Act; (b) the holder thereof, by purchasing such securities agrees for the benefit of 1933 the Issuer that such Units/Shares may be offered, sold, pledged or otherwise transferred only (i) in accordance with the “Securities Act”provisions of Regulation S and Rule 144 (if applicable) or any state securities laws (together with under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) pursuant to registration under the Holder’s delivery Securities Act or (iii) pursuant to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an available exemption from the registration requirements of the Acts Securities Act; (c) the holder will not engage in hedging transactions with regard to the Units/Shares unless in compliance with the Securities Act; (d) any person to whom any of the Units/Shares, or any interest therein, are transferred will, in turn, be subject to applicable retransfer restrictions; the Investor fully comprehends that the Issuer is availablerelying to a material degree on the representations, warranties and agreements contained herein and in his or her Investment Representation Letter and Investor Questionnaire submitted to the Company, and with such realization, authorizes the Issuer to act as it may see fit in full reliance hereon, including the placement on the certificates or other documents evidencing the Units/Shares of the following legend and any legends required by any applicable state securities laws: THE UNITS/SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AS THAT TERMS IS DEFINED IN RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND HAVE NOT BEEN REGISTERED UNDER THE ACT. THEY MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS SO REGISTERED, IN ACCORDANCE WITH REGULATION S AND RULE 144 UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. HEDGING TRANSACTIONS WITH REGARD TO THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THESE SHARES. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITIES IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITIES EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S AND RULE 144 (C) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE ACT (IF AVAILABLE), (3) AGREES IT WILL NOT CONDUCT ANY HEDGING TRANSACTIONS INVOLVING THE SECURITIES UNLESS IN COMPLIANCE WITH THE ACT, AND (4) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ACT. The Holder Investor fully comprehends that the Issuer is relying to a material degree on the representations, warranties and agreements contained herein and in his or her (f) the Investor agrees that the Issuer may require than none of this Warrantthe Units/Shares or any interest therein may be sold, including transferred or otherwise disposed of unless registered under the Securities Act, without his or her having first presented to the Issuer or its counsel a written opinion of counsel experienced in securities law matters indicating that the proposed disposition will not be in violation of any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in of the registration provisions of the Securities Act (and the rules and regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view the Company will refuse to distribution or resale, within the meaning register any transfer of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, Shares not made in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant accordance with the Acts.provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from registration; and

Securities Law Matters. (i) In acquiring the Class B Units and engaging in this transaction, the Contributor represents that it (a) Neither this Warrant nor is aware of the securities issuable upon exercise risks involved in investing in the Class B Units; (b) has had an opportunity to ask questions of, and to receive answers from, the Company or a person or persons authorized to act on its behalf, concerning the terms and conditions of this Warrant investment and the financial condition, affairs and business of the Company; and (c) all documents, records and information pertaining to its investment in the Company that have been requested by it, including a complete copy of the Company Organizational Documents, have been made available or delivered to it prior to the date hereof. The Contributor further represents and warrants that it has reviewed such documents and information as Contributor has deemed appropriate, and made its own investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Company. (ii) The Contributor understands that the Class B Units have not been registered under the Securities Act of 1933 (the “Securities Act”) , or any state securities laws (together with the Securities Act, the “Acts”). Therefore, acts and are instead being offered and sold in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that reliance on an exemption from the such registration requirements of the Acts is availablerequirements. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant Class B Units are being acquired by the Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and the Contributor does not have any present intention to distribution enter into any contract, undertaking, agreement or arrangement with respect to any such resale, within . The Contributor understands that the meaning LLC Agreement will impose certain restrictions with respect to the transfer of the Securities Act. Upon exercise of this WarrantClass B Units and, if the Company elects to issue the Certificates, the persons entitled to receive Certificates will contain the shares following legend reflecting the requirement that the Class B Units cannot be resold without registration under such laws or the availability of securities into which this Warrant is exercisable may be required to execute and deliver to the Company an exemption from such other documents and instrumentsregistration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO ALLEGIANCY, LLC, AN OPINION OF COUNSEL SATISFACTORY TO ALLEGIANCY, LLC, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS

Securities Law Matters. The Stockholder represents and warrants to Buyer the following: (a) Neither Stockholder is an "accredited investor" as that term is defined in Rule 501 of Regulation D under the Securities Act. (b) Stockholder, by reason of its business and financial experience, has the capacity to protect its interests in investments in illiquid securities such as the Buyer Shares. Stockholder has carefully evaluated its financial resources and investment position and the risks associated with an investment in the Buyer Shares and is able to bear the economic risk of such investment. Stockholder has adequate means for providing for its current needs and contingencies and has no need for liquidity in this Warrant nor investment. Stockholder's overall commitment to investments that are not readily marketable is not disproportionate to its net worth and Stockholder's investment in the securities issuable Buyer Shares shall not cause such overall commitment to become excessive. (c) Stockholder has reviewed the merits of an investment in the Buyer Shares with tax and legal counsel and an investment advisor to the extent deemed advisable by Stockholder. Stockholder acknowledges that it has been given a full opportunity to ask questions of and to receive answers from the officers, agents, and representatives of Buyer concerning the terms and conditions of the investment and the business of Buyer and to obtain such other information as desired in order to evaluate an investment in the Buyer Shares. Stockholder further acknowledges that it has relied solely upon exercise its own independent investigations, and has received no representation or warranty from Buyer or any of its Affiliates, employees, or agents, other than as set forth herein. Stockholder further acknowledges and understands that no federal or state Governmental Entity has made any finding or determination as to the fairness of an investment in, or any recommendation or endorsement of, the Buyer Shares. (d) Stockholder understands that the Buyer Shares to be issued pursuant to this Warrant have been registered Agreement shall constitute "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferredpledged, pledged or hypothecated otherwise transferred in the absence of (i) an effective registration statement or post-effective amendment pertaining thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, Securities Act and under any applicable state securities laws or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements thereof. Stockholder further understands that each certificate representing the Buyer Shares shall bear substantially the legend set forth in Section 2.6(b) above. (e) Stockholder acknowledges and agrees that the acquisition of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Buyer Shares shall be solely for investmentStockholder's account, and not for the account of any other Person or with a view to any resale or distribution thereof. Stockholder understands that the Buyer Shares have not been registered under the Securities Act, or resalethe securities laws of certain states, within in reliance upon specific exemptions from registration thereunder, and agrees that the meaning Buyer Shares may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act and applicable state securities laws. Stockholder further understands that, except as specifically set forth in this Agreement, Buyer has no obligation to cause the Buyer Shares to be registered under the Securities Act or to comply with any exemption under the Securities Act. (f) Stockholder understands that the representations and warranties set forth in this Section 3.21 are being provided to determine whether the Buyer Shares may be issued to Stockholder pursuant to Section 4(2) of the Securities ActAct and similar exemptions under applicable state securities laws. Upon exercise Stockholder shall notify Buyer immediately of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver any change in any such information occurring prior to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsClosing.

Securities Law Matters. Each of Xxxxxxx Xxxxx Farms and FP Land acknowledges that: (i) the Operating Partnership intends the offer and issuance of any OP Units to Xxxxxxx Xxxxx Farms to be exempt from registration under the Securities Act and applicable state securities laws by virtue of the status of such equity holder as an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) acquiring any OP Units in a transaction exempt from registration pursuant to Rule 506 of Regulation D under the Securities Act, and (ii) in issuing any OP Units pursuant to the terms of this Agreement, the Operating Partnership is relying on the representations made by Xxxxxxx Xxxxx Farms to receive OP Units as consideration in the Merger, and that: (a) Neither In deciding to engage in the transaction contemplated by this Warrant Agreement, including, acquiring OP Units, neither FP Land nor Xxxxxxx Xxxxx Farms is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees or agents, that are not contained herein. Xxxxxxx Xxxxx Farms is aware of the risks involved in investing in the OP Units. Xxxxxxx Xxxxx Farms is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities issuable upon exercise laws and as described in this Agreement. Xxxxxxx Xxxxx Farms has received this Agreement, has reviewed it and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of this Warrant acquiring the OP Units and the financial condition, affairs and business of the Operating Partnership and the REIT. Xxxxxxx Xxxxx Farms confirms that all documents, records and information pertaining to its acquisition of the OP Units have been made available or delivered to each such holder prior to the date hereof. (b) FP Land and Xxxxxxx Xxxxx Farms understand and acknowledge that the offer and sale of OP Units have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, and are instead being offered and sold in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that reliance on an exemption from the such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the Acts is availablerepresentations and warranties contained herein. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities OP Units issuable upon exercise of this Warrant to Xxxxxxx Xxxxx Farms are being acquired by Xxxxxxx Xxxxx Farms solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision or fractionalization thereof in violation of such laws, and each such holder does not have any present intention to distribution enter into any contract, undertaking, agreement or arrangement with respect to any such resale, within . (c) Xxxxxxx Xxxxx Farms is able to bear the meaning economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its acquisition of the Securities Act. Upon exercise of this Warrant, OP Units. (d) Xxxxxxx Xxxxx Farms understands that no federal agency (including the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver SEC) or state agency has made or will make any finding or determination as to the Company such other documents and instruments, in form reasonably satisfactory fairness of acquiring the OP Units (including as to the Company to effect the compliance value of the issuance consideration payable in OP Units). (e) Xxxxxxx Xxxxx Farms understands that there is no established public, private or other market for the OP Units and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (f) Xxxxxxx Xxxxx Farms understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of this Warrant and the securities issuable on exercise of this Warrant with the ActsOP Units.

Securities Law Matters. (a) Neither this Warrant nor Tegal represents that it has satisfied itself as to the securities issuable full observance of the laws of its jurisdiction in connection with the acquisition of Units (the “Tegal Securities”), including (i) the legal requirements within its jurisdiction for the purchase thereof, (ii) any governmental or other consents that may need to be obtained and (iii) the income tax and other tax consequences, if any, that may be relevant to the purchase thereof. (b) Tegal is acquiring the Tegal Securities for investment for its own account and not with a view to, or for resale in connection with, the distribution thereof in contravention of any legal requirement. (c) Tegal’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its acquisition of the Tegal Securities. Tegal is a sophisticated Person and is relying upon exercise its due diligence investigation. (d) Tegal’s financial condition is such that it can afford to bear the economic risk of this Warrant holding the Tegal Securities for an indefinite period of time and has adequate means for providing for its current needs and contingencies and to suffer a complete loss of its investment in the Tegal Securities. (e) Tegal is an “accredited investor” as defined in Rule 501 under the Securities Act. (f) Tegal has been advised that (i) the Tegal Securities have not been registered under the Securities Act, (ii) the Tegal Securities may need to be held indefinitely, and Tegal must continue to bear the economic risk of the investment in the Tegal Securities unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (iii) there is no a public market for the Tegal Securities and no assurance can be provided that such a market will develop, (iv) when and if the Tegal Securities may be disposed of 1933 (the “Securities Act”) or any state securities laws (together with without registration in reliance on Rule 144 promulgated under the Securities Act, such disposition can be made only in limited amounts in accordance with the “Acts”). Thereforeterms and conditions of such Rule and (v) if the Rule 144 exemption is not available, in order, among other things, to ensure public sale without registration will require compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of under the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.

Securities Law Matters. (a) Neither You have been advised that this Warrant nor Award and the securities issuable upon exercise of this Warrant underlying Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) , or any state securities laws (together with and, therefore, must be held indefinitely and cannot be resold unless they are registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Act and the applicable state securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged laws or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that unless an exemption from the such registration requirements of the Acts is available. The Holder of ; (b) You are receiving this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant Award and any securities issuable upon exercise of this Warrant are being acquired Shares to be issued to you hereunder for your own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same; (c) You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of such acquisition, are able to distribution incur a complete loss of such investment without impairing your financial condition and are able to bear the economic risk of such acquisition for an indefinite period of time; (d) You understand and acknowledge that any certificates representing any Shares, and all certificates issued in exchange for or resalein substitution of such certificates, within will bear, upon the meaning original issuance of the Shares and until the legend is no longer required under applicable requirements of the Securities Act. Upon exercise Act or applicable state securities laws, a legend with respect to the transfer restrictions described herein; (e) You understand and acknowledge that the Company is not obligated to file and has no present intention of filing with the SEC or with any state securities administrator any registration statement in respect of resales of any Shares underlying this Award; (f) You are familiar with the provisions of Rule 144 under the Securities Act as in effect from time to time, that, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of such securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions; (g) You further understand that at the time you wish to sell the Shares underlying this Award, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, you may be precluded from selling such Shares under Rule 144 even if the minimum holding period requirement had been satisfied; (h) You acknowledge that you have been afforded the opportunity (i) to ask such questions as you deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of this WarrantAward, and (ii) to consult your own tax, legal and financial advisors regarding this Award; (i) You acknowledge and agree that in making the persons entitled decision to receive accept this Award, you have not relied on any statement, whether written or oral, regarding the shares subject matter of securities into which this Warrant is exercisable Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement, including the Plan; and (j) You acknowledge that the representations and warranties and agreements contained herein are made by you with the intent that they may be required to execute and deliver to relied upon by the Company such other documents in determining your eligibility to acquire this Award and instrumentsthe Shares subject to this Award, in form reasonably satisfactory to as applicable. You further agree that by accepting this Award, you will be representing and warranting that the Company to foregoing representations and warranties are true as at the time that the Shares are delivered with the same force and effect as if they had been made by you at the compliance of delivery time, and that they will survive the issuance acquisition by you of this Warrant Award and the securities issuable on exercise underlying Shares and will continue in full force and effect notwithstanding any subsequent issuance (if applicable) or disposition by you of this Warrant with Award and the Acts.underlying Shares, as applicable. (Signature Page Follows) 3

Securities Law Matters. (ai) Neither this Warrant nor Each Exchanger who shall receive the Units is now or, at the time of Closing, will be, an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (ii) Exchangers' primary residence or principal place of business is in the State of Maryland or Florida, as the case may be; (iii) Each Exchanger is acquiring the Units for such Contributor's account for investment purposes only and not with a present view to distribution; (iv) Taking into account the information and resources such Exchanger can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, each Exchanger is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in securities issuable upon exercise presenting an investment decision like that involved in the acquisition of this Warrant have the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information such Exchanger deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement attached hereto which contains the First Amended and Restated Agree- ment of Limited Partnership of FWRLP and any Amendments thereto (the "Partner- ship Agreement"), except that the Partnership Agreement has been further amended solely to reflect exchanges of Units for shares of the REIT's common stock (the "Common Stock") by holders of such Units in accordance with the terms of the Partnership Agreement); (v) Each Exchanger will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act and the rules and regulations promulgated thereunder and with the terms and conditions of the Partnership Agreement; (vi) Each Exchanger acknowledges that the Units to be issued must be held unless and until they are subsequently registered under the Securities Act of 1933 (the “Securities Act”) or any and under applicable state securities laws or blue sky laws, unless exemptions from such registrations are available at the time of resale; and (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (ivii) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery Prior to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements issuance of the Acts is available. The Holder of this WarrantUnits, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to each Exchanger will execute and deliver to the Company all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with federal and state securities law requirements with respect to the issuance of this Warrant the Units and the securities issuable on exercise of this Warrant to comply with the Actsterms of the Partnership Agreement.

Securities Law Matters. Warrantholder represents to the Company as follows: (a) Neither this Warrant nor the securities issuable upon exercise Warrants and Common Stock to be acquired by Warrantholder pursuant hereto will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”"SECURITIES ACT") or any applicable state securities laws laws, and Confidential such securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (together with b) the Warrantholder understands that (a) the Warrants and Common Stock issuable on exercise have not been registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and nor qualified under the securities which may be issued upon the exercise hereoflaws of any other jurisdiction, may (b) such securities cannot be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, resold unless they subsequently are registered under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (and the regulations promulgated thereunderc) and this Warrant does not grant the Warrantholder any right to require such registration or qualification; (c) Warrantholder is familiar with the term "accredited investor" as defined in Rule 501 under the Securities Act and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, investor is an "accredited investor" within the meaning of such term in Rule 501 under the Securities Act. Upon exercise of this Warrant, ; (d) Warrantholder is sophisticated in financial matters and the persons entitled market for Internet companies and is able to receive evaluate the shares of securities into which this Warrant is exercisable may be required to execute risks and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance benefits of the issuance investment in the Warrants and Common Stock issuable on exercise; (e) Warrantholder is able to bear the economic risk of this Warrant its investment in the Warrants and the securities Common Stock issuable on exercise for an indefinite period of this Warrant with time; and (f) Warrantholder has had an opportunity to ask questions and receive answers concerning the Actsterms and conditions of the offering of securities and has had full access to such other information concerning the Company as investor has requested.

Securities Law Matters. (a) Neither this Warrant nor Each of the securities issuable upon exercise Shareholders (or in the case of this Warrant have been a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) recognizes and understands that the Weatxxxxxxx Xxxres (the "securities") will not, except as expressly provided in Article 5 hereof, be registered under the Securities Act Act, or under the securities laws of 1933 any state (the “"securities laws"). The securities are not being so registered in reliance upon exemptions from the Securities Act”) or any state Act and the securities laws that are predicated, in part, on the representations, warranties and agreements of the Shareholders contained herein. (b) Each of the Shareholders represents and warrants that (i) such Shareholder is (x) an "accredited investor" within the meaning of Regulation D promulgated by the Commission pursuant to the Securities Act and is not relying on a financial advisor in connection with his or its participation in the transactions contemplated hereby, or (y) the Purchaser Representative is such Shareholder's "purchaser representative" within the meaning of Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating the merits and risks of this Agreement, the transactions contemplated hereby and an investment in the Weatxxxxxxx Xxxres and the suitability thereof as an investment therefor, (ii) such Shareholder (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder), individually or together with the Securities ActPurchaser Representative, has such knowledge and experience in financial, investment and business matters, such experience being based on actual participation therein, that such Shareholder (or in the case of a Shareholder that is a trust, the “Acts”trustee acting for and on behalf of such Shareholder). Therefore, in order, among other things, to ensure compliance individually or together with the Acts notwithstanding anything else Purchaser Representative, is capable of evaluating the merits and risks of this Agreement, the transactions contemplated hereby and an investment in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Weatxxxxxxx Xxxres and the securities which may be issued upon the exercise hereofsuitability thereof as an investment therefor, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (iiiii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being Weatxxxxxxx Xxxres will be acquired for investment, his or its own account solely for investment and not with a view to distribution toward resale or resale, within the meaning redistribution in violation of the securities laws, (iv) such Shareholder (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder), individually or together with the Purchaser Representative, has reviewed such Shareholder's financial condition and commitments, and such Shareholder (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder), individually or together with the Purchaser Representative, is satisfied that such Shareholder has adequate means and providing for such Shareholder's financial needs and reasonably forseeable contingencies, has no present or anticipated need to dispose of all or any portion of his or its interest in the Weatxxxxxxx Xxxres to satisfy any existing or currently contemplated undertaking, need or indebtedness, and has assets or sources of income that, taken together, are sufficient so that such Shareholder can bear the risk of the loss of his or its entire investment in the Weatxxxxxxx Xxxres, (v) such Shareholder has no plan or intention to sell, exchange or otherwise dispose of his or its interest in the Weatxxxxxxx Xxxres in violation of the securities laws, (vi) such Shareholder is (x) a natural person whose residence and domicile are in the State of Arkansas (or, in the case of Shanx Xxx Xxxlxxxx, xxe State of Texas) or (y) a trust duly formed and validly existing under the laws of the State of Texas and (vii) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of Weatxxxxxxx xx as to the value of the Weatherford Shares. Each Shareholder (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) understands that such Shareholder must bear the economic risks of such Shareholder's investment in the Weatxxxxxxx Xxxres for an indefinite period of time. If such Shareholder is relying upon the Purchaser Representative in such connection, the Purchaser Representative has disclosed to such Shareholder (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) any material relationship between himself and his Affiliates and either Company, any Subsidiary, any other Shareholder, any trustee acting for and on behalf of a Shareholder that is a trust, Weatxxxxxxx xx any of their respective Affiliates during the past two years or currently contemplated and any compensation received or to be received as a result of such relationship. Each of the Shareholders (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) understands that Weatxxxxxxx xx not under any obligation to file a registration statement or to take any other action under the securities laws with respect to any such securities except as expressly set forth in Article 5 hereof. (c) Each of the Shareholders (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) has had the opportunity to consult with his or its own counsel in regard to the securities laws and is fully aware (i) of the circumstances under which such Shareholder is required to hold the securities, (ii) of the limitations on the transfer or disposition of the securities, (iii) that the securities must be held indefinitely unless the transfer thereof is registered under the securities laws or an exemption from registration is available and (iv) that no exemption from registration is likely to become available for at least one year from the date of acquisition of the securities. Each of the Shareholders (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) has been advised by his or its counsel as to the provisions of Rules 144 and 145 as promulgated by the Commission under the Securities ActAct and has been advised of the applicable limitations thereof. Upon exercise Each of the Shareholders (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) acknowledges that Weatxxxxxxx xx relying upon the truth and accuracy of the representations and warranties in this Section 3.15 by each of the Shareholders in consummating the transactions contemplated by this Agreement without registering the securities under the securities laws. (d) Weatxxxxxxx xxx furnished the Shareholders' legal counsel with the SEC Documents, a summary description of the terms of the Weatxxxxxxx Xxxmon Stock and a summary description of any material written information concerning the transactions contemplated hereby that has been provided to each Shareholder that is an "accredited investor" but has not been provided to the other Shareholders (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder). The Shareholders' legal counsel has provided each Shareholder (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) and the Purchaser Representative with the SEC Documents and such summary descriptions. Each Shareholder (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) and the Purchaser Representative have reviewed copies of the SEC Documents and such summary descriptions and have attended one or more meetings at which representatives of the Companies and the Shareholders' legal counsel have made presentations concerning this Agreement and the transactions contemplated hereby (all such written materials, including this Agreement and the Exhibits and Schedules hereto, and such presentations are hereinafter referred to as the "Disclosure Information") and no person has made any representations or warranties of any kind or nature to induce such Shareholder to enter into this Agreement except as set forth in the written Disclosure Information. Weatxxxxxxx xxx made available to each of the Shareholders (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) and the Purchaser Representative the opportunity to ask questions of, and receive answers from, its representatives concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information that they possess or could reasonably acquire for the purpose of verifying the accuracy of information furnished to the Shareholders' legal counsel and the Purchaser Representative as set forth herein or for the purpose of considering the transactions contemplated hereby. Weatxxxxxxx xxx offered to make available to each of the Shareholders (or in the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) and the Purchaser Representative upon request at any time all exhibits filed by Weatxxxxxxx xxxh the Commission as part of any of the reports filed therewith. (e) Each Shareholder, individually or together with the Purchaser Representative, and the Purchaser Representative have made an independent investigation of the pertinent facts relating to the transactions contemplated hereby, have reviewed carefully the terms of this WarrantAgreement and the information furnished to such Shareholder (or in the case of a Shareholder that is a trust, the persons entitled to receive trustee acting for and on behalf of such Shareholder) and the shares of securities into which this Warrant is exercisable may be required to execute and deliver Purchaser Representative (including the Disclosure Information) to the Company extent each such other documents person deems necessary to be fully informed with respect thereto and instrumentsunderstand the nature of an investment in the Weatxxxxxxx Xxxres. (f) Each of the Shareholders agrees that the certificates representing the Weatxxxxxxx Xxxres will be imprinted with the following legend, the terms of which are specifically agreed to: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. WITHOUT SUCH REGISTRATION, SUCH SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. Each of the Shareholders (or in form reasonably satisfactory the case of a Shareholder that is a trust, the trustee acting for and on behalf of such Shareholder) understands and agrees that appropriate stop transfer notations will be placed in the records of Weatxxxxxxx xxx with its transfer agents in respect of the securities that are to be issued to the Company Shareholders. Weatxxxxxxx xxxees that any Weatxxxxxxx Xxxres sold pursuant to effect an effective registration statement, including a registration statement filed pursuant to Article 5 hereof, shall have the compliance above legend removed to permit the closing of the issuance sale within three Business Days of this Warrant written notice of the sale and certification by the selling Shareholder that the sale was made pursuant to the plan of distribution described in the registration statement and the securities issuable on exercise of this Warrant prospectus delivery requirements under the Securities Act were fully complied with in connection with the Actssale.

Securities Law Matters. (a) Neither this Warrant nor Seller is acquiring the Arrhythmia Shares hereunder for its own account for investment and with no present intention of distributing any of such Arrhythmia Shares in violation of the Securities Act of 1933, as amended. Nothing contained herein is intended to limit or restrict the Seller’s reliance on the tacking of holding periods under Rule 144 of the Securities Act of 1933, as amended, or otherwise in the event the Arrhythmia Shares are hereafter distributed on a pro rata basis to the Shareholders provided an opinion reasonably acceptable to the Buyer is furnished prior to such transfer that such distribution is exempt from the registration requirements of the Securities Act of 1933, as amended, and each Shareholder receiving any of such Arrhythmia Shares has executed and delivered such further representations and agreements as may be requested to ensure compliance with applicable securities issuable laws; (b) Seller has no contract, undertaking, agreement or arrangement with any Person to sell, transfer, or grant participations to such Person or to any third Person, with respect to any of the Arrhythmia Shares; (c) Seller will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Arrhythmia Shares, except in compliance with the Act and the rules and regulations promulgated thereunder; (d) Seller represents that: (i) the Buyer has made available to it and its Affiliates and advisors all information which it, its Affiliates and advisors deemed material to making an informed investment decision in connection with its acquisition of the Arrhythmia Shares including without limitation the ART SEC Filing (as hereinafter defined); (ii) the Seller is in a position regarding ART which, based upon exercise economic bargaining power has enabled the Seller to obtain information from the Buyer and ART necessary to evaluate the merits and risks of this Warrant an investment in the Arrhythmia Shares. Further, the Seller represents that no statement, printed material or inducement was given or made by the Buyer or ART or anyone on its behalf which is contrary to the information disclosed to it. Seller and its Affiliates and advisors have had a reasonable time prior to the Closing to ask questions and receive answers from the management of the Buyer and ART regarding the Arrhythmia Shares, the business of Buyer and ART and the terms of the transactions contemplated hereunder, and to obtain any additional information requested relevant to the transactions contemplated herein including the Arrhythmia Shares; (e) Seller has, in connection with its decision to accept the Arrhythmia Shares as a portion of the consideration hereunder, relied solely upon the documents described in Section 6 and the representations and warranties of the Buyer and ART contained herein and no statement, printed material or inducement was given or made by the Buyer or ART or anyone on their behalf which is contrary to the information disclosed to it; (f) Seller will notify the Buyer immediately if any representation hereunder shall become false in any materials respect; (g) Seller understands that (i) the Arrhythmia Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) 1933, as amended, or any applicable state securities laws laws; (together with ii) the Seller may not sell such securities unless they are registered or are exempt from registration under the Securities ActAct of 1933, as amended, and any applicable state securities laws; (iii) ART will place stop transfer instructions against the “Acts”). Therefore, Arrhythmia Shares to restrict the transfer thereof; (iv) the Buyer and ART have no obligations to register the Arrhythmia Shares or assist the Seller in order, among other things, to ensure compliance with obtaining an exemption from the Acts notwithstanding anything else in various registration requirements; (v) neither the Warrant to contrary, the Holder of this Warrant, including Arrhythmia Shares nor any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which interest therein may be issued upon the exercise hereof, may not be exercisedoffered, sold, transferred, pledged or hypothecated otherwise disposed of except pursuant to an effective registration statement under the Securities Act of 1933, as amended, and/or state securities laws or unless an exemption from registration under such laws, in the opinion of counsel reasonably satisfactory to counsel for the Buyer, is available; and (vi) the Arrhythmia Shares and any other securities issued in respect of the Arrhythmia Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall bear a legend in substantially the following form: The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Act”) and may not be sold, transferred, pledged or otherwise disposed of in the absence of registration under the Act, or an exemption therefrom under the Act or such laws and the rules and regulations thereunder; (h) The Seller (i) an effective registration statement or post-effective amendment thereto for such Warrants or is familiar with the nature and extent of the risks inherent in investments in unregistered securities into and in the business in which this Warrant is exercisable, respectively, under ART and the Acts, or Buyer are engaged and intends to engage; (ii) has such knowledge and experience in financial and business matters so as to be capable of evaluating the Holder’s delivery to the Borrower merits and risks of an opinion of counselinvestment in the Arrhythmia Shares; and (iii) has obtained, reasonably satisfactory to the Borrower that an exemption in its judgment, sufficient information from the registration requirements Buyer and ART to evaluate the merits and risks of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined investment in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsART.

Securities Law Matters. (ai) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been registered Each Contributor is an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933 1933, as amended (the “"Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”"). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or ; (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined Intentionally Omitted; (iii) Each Contributor has its primary residence in the Securities Act State of Illinois; (and iv) Contributor will hold the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Units for investment, its own account for investment purposes only and not with a view to distribution and does intend to distribute or resale, within resell the meaning Units; (v) Taking into account the personnel and resources Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement, as supplemented through the date hereof, attached hereto as Exhibit M which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "Partnership Agreement"); (vi) Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Units except in compliance with the Securities Act. Upon exercise Act and the rules and regulations promulgated thereunder and with the terms and conditions of this Warrantthe Partnership Agreement; (vii) Contributor acknowledges that the Units to be issued must be held until they are subsequently registered under the Securities Act and under applicable state securities or blue sky laws, unless exemptions from such registrations are available at the persons entitled to receive the shares time of securities into which this Warrant is exercisable may be required to execute and deliver resale; (viii) Prior to the Company issuance of the Units, Contributor will execute all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with Federal and state securities law requirements with respect to the issuance of this Warrant the Units and the securities issuable on exercise of this Warrant to comply with the Actsterms of the Partnership Agreement; and (ix) Contributor acknowledges and agrees that, notwithstanding Section 8.6 of the Partnership Agreement, the Units to be issued hereunder shall not be redeemable for cash or exchangeable for Common Stock in the REIT for a period of thirteen (13) months from the date of issuance to Contributor.

Securities Law Matters. (a) Neither You have been advised that this Warrant nor Award and the securities issuable upon exercise of this Warrant underlying Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) , or any state securities laws (together with and, therefore, must be held indefinitely and cannot be resold unless they are registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Act and the applicable state securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged laws or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that unless an exemption from the such registration requirements of the Acts is available. The Holder of ; (b) You are receiving this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant Award and any securities issuable upon exercise of this Warrant are being acquired Shares to be issued to you hereunder for your own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same; (c) You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of such acquisition, are able to distribution incur a complete loss of such investment without impairing your financial condition and are able to bear the economic risk of such acquisition for an indefinite period of time; (d) You understand and acknowledge that any certificates representing any Shares, and all certificates issued in exchange for or resalein substitution of such certificates, within will bear, upon the meaning original issuance of the Shares and until the legend is no longer required under applicable requirements of the Securities Act. Upon exercise Act or applicable state securities laws, a legend with respect to the transfer restrictions described herein; (e) You understand and acknowledge that the Company is not obligated to file and has no present intention of filing with the SEC or with any state securities administrator any registration statement in respect of resales of any Shares underlying this Award; (f) You are familiar with the provisions of Rule 144 under the Securities Act as in effect from time to time, that, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of such securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions; (g) You further understand that at the time you wish to sell the Shares underlying this Award, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, you may be precluded from selling such Shares under Rule 144 even if the minimum holding period requirement had been satisfied; (h) You acknowledge that you have been afforded the opportunity (i) to ask such questions as you deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of this WarrantAward, and (ii) to consult your own tax, legal and financial advisors regarding this Award; (i) You acknowledge and agree that in making the persons entitled decision to receive accept this Award, you have not relied on any statement, whether written or oral, regarding the shares subject matter of securities into which this Warrant is exercisable Agreement, except as expressly provided in this Agreement and in the attachments and exhibits to this Agreement, including the Plan; and (j) You acknowledge that the representations and warranties and agreements contained herein are made by you with the intent that they may be required to execute and deliver to relied upon by the Company such other documents in determining your eligibility to acquire this Award and instrumentsthe Shares subject to this Award, in form reasonably satisfactory to as applicable. You further agree that by accepting this Award, you will be representing and warranting that the Company to foregoing representations and warranties are true as at the time that the Shares are delivered with the same force and effect as if they had been made by you at the compliance of delivery time, and that they will survive the issuance acquisition by you of this Warrant Award and the securities issuable on exercise underlying Shares and will continue in full force and effect notwithstanding any subsequent issuance (if applicable) or disposition by you of this Warrant with Award and the Acts.underlying Shares, as applicable. * * * * (Signature Page Follows)

Securities Law Matters. (a) Neither this Warrant nor Cole recognizes and understands that the securities issuable upon exercise of this Warrant have been OYO Common Stock to be issuex xx him pursuant to the Merger (the "SECURITIES") will not be registered under the Securities Act Act, or under the securities laws of 1933 any state (the “"SECURITIES LAWS"). The Securities Act”are not being so registered in reliance upon exemptions from the Securities Act and the Securities Laws which are predicated, in part, on the representations, warranties and agreements of Cole contained herein. (b) or any state securities laws Cole represents and warrants xxxx (together with i) he has such knowledge and experxxxxe in financial and business matters that he is capable of evaluating the merits and risks of an investment in the OYO Common Stock and the suitability thereof as an investment for him, (ii) Cole is an "accredited investor" within the meaning of Regulation D pxxxxlgated by the Commission pursuant to the Securities Act, (iii) the “Acts”). Therefore, OYO Common Stock to be acquired by him in order, among other things, to ensure compliance connection with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may Merger will be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto acquired solely for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, investment and not with a view to distribution toward resale or resale, within the meaning redistribution in violation of the Securities ActLaws, (iv) his residence and domicile is in the State of Texas and (v) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of the Company or OYO or as to the value of the OYO Common Stock. Upon exercise Cole understands that none of OYO, Sub or the Company is under any obxxxxtion to file a registration statement or to take any other action under the securities laws with respect to the Securities. (c) Cole has consulted with his own counsel in regard to the Securities Lxxx and is fully aware (i) of the circumstances under which he is required to hold the Securities, (ii) of the limitations on the transfer or disposition of the Securities, (iii) that the Securities must be held indefinitely unless the transfer thereof is registered under the Securities Laws or an exemption from registration is available and (iv) that no exemption from registration is likely to become available for at least one year from the date of acquisition of the Securities. Cole has been advised by his counsel as to the provisions of Rules 140 xxd 145 as promulgated by the Commission under the Securities Act and has been advised of the applicable limitations thereof. Cole acknowledges that OYO, Sub and the Company are relying upon the xxxxh and accuracy of the representations and warranties made by Cole in this WarrantSection in consummating the transactions contemplated by xxxs Agreement without registering the Securities under the Securities Laws. (d) Cole has been furnished with the SEC Documents. OYO and Sub have made xxxilable to Cole the opportunity to ask questions and receive answers concerning xxx terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which they possess or could reasonably acquire for the purpose of verifying the accuracy of information furnished to Cole as set forth herein or for the purpose of considering the transaxxxxns contemplated hereby. OYO has offered to make available to Cole upon request at any time all exhibits filed by OYO with the Commxxxxon as part of any of the reports filed therewith. (e) Cole agrees that the certificates representing his OYO Common Stock tx xx acquired pursuant to the Merger will be imprinted with the following legend, the persons entitled to receive terms of which are specifically agreed to: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. WITHOUT SUCH REGISTRATION, SUCH SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. Cole understands and agrees that appropriate stop transfer notations xxxx be placed in the shares records of securities into which this Warrant is exercisable may be required to execute OYO and deliver to the Company such other documents and instruments, with its transfer agents in form reasonably satisfactory to the Company to effect the compliance respect of the issuance of this Warrant and Securities which are to be issued to him in the securities issuable on exercise of this Warrant with the ActsMerger.

Securities Law Matters. As of the date hereof and as of the date of the Second Closing, Seller warrants and covenants as set out below with respect to the CEDC Shares constituting the Share Consideration. (a) Neither this Warrant nor Seller is an “accredited investor” within the securities issuable upon exercise specific definition of this Warrant such term set forth in Rule 501(a)(7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”). (b) Seller is acquiring the CEDC Shares constituting the Share Consideration for its own account (as trustee of the Trust) for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act; (c) Seller understands, acknowledges and agrees that: (i) on delivery at the Second Closing, the CEDC Shares constituting the Share Consideration will not have been registered under the Securities Act Act; (ii) the delivery of 1933 (the “Securities Act”CEDC Shares constituting the Share Consideration is intended as a transaction qualifying under Section 4(2) or any state securities laws (together with of the Securities Act, Act and Rule 506 of Regulation D promulgated thereunder; (iii) the “Acts”). Therefore, in order, among other things, to ensure compliance with CEDC Shares constituting the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Share Consideration may not be exercised, sold, transferred, pledged transferred or hypothecated in the absence of (i) resold except pursuant to an effective registration statement or post-effective amendment thereto for pursuant to an exemption from registration or pursuant to Regulation S (and, in either such Warrants case (A) in accordance with all United States federal or state, European Union and other applicable state and foreign securities laws and (B) the transferor/seller shall (1) have notified Parent of the proposed transfer/sale and shall have furnished Parent with a detailed statement of the circumstances surrounding the proposed transfer/sale, provided that such detailed statement is kept confidential and is not disclosed to any other person until prior written consent from Seller is given which explicitly authorizes the disclosure of the information in such detailed statement, or (2) provide Parent and Parent’s transfer agent with a legal opinion from independent internationally recognized legal counsel experienced in such matters, which legal opinion shall be in customary form reasonably acceptable to Parent and shall state that such transfer/sale is eligible under Rule 144 or is otherwise made in accordance with applicable securities into which this Warrant is exercisablelaws); (iv) the CEDC Shares constituting the Share Consideration will be endorsed with the following legends: (A) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO ACCREDITED INVESTORS (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, respectivelyAS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, under OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS WITH REGARD TO THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”; and (B) any other legend agreed to be placed thereon pursuant to the ActsShareholders Agreement. (d) Seller did not learn of the investment in the CEDC Shares constituting the Share Consideration by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which Seller was invited by any of the Holder’s delivery foregoing means of communications. (e) Seller acknowledges that the Purchasing Parties are relying on the representations, warranties and agreements contained in this Section 5.3 in delivering the CEDC Shares constituting the Share Consideration to Seller and would not engage in such transaction in the absence of the representations, warranties and agreements contained herein. Seller further acknowledges and agrees that any obligation of the Purchasing Parties herein to deliver the Share Consideration to Seller is conditioned upon the accuracy of the representations, warranties and agreements in this Section 5.3 and Seller agrees to notify the Purchasing Parties promptly in writing if any representation or warranty in this Section 5.3 ceases to be accurate and complete prior to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsSecond Closing.

Securities Law Matters. (aPlease check the ONE box applicable): ¨ A The undersigned holder (i) Neither this did not acquire the Warrant nor in the securities issuable upon United States or at a time when the undersigned was a U.S. Person or acting for the account or benefit of a U.S. Person or a person in the United States, (ii) it is not at the time of the exercise of the Warrant in the United States or a U.S. Person, (iii) the Warrants are not being exercised for the account or benefit of a U.S. Person or a person in the United States, and (iv) this Exercise Form was not executed or delivered in the United States. ¨ B. The undersigned holder is the Offshore Purchaser (as defined in the Warrant) and is exercising the Warrant have been registered as principal for its own account in an “offshore transaction” within the meaning of Rule 902 of Regulation S under the U.S. Securities Act of 1933 1933, as amended (the “U.S. Securities Act”) or any state securities laws (together with and the representations and warranties of the Offshore Purchaser made in Appendix B to the Securities ActPurchase Agreement are true and correct in relation to the exercise of the Warrants as though such representations, warranties and agreements were made on the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant date hereof and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery Offshore Purchaser hereby represents and warrants to the Borrower of an opinion of counsel, Company as such. A-33 ¨ C. The undersigned holder has delivered to the Company evidence in form and substance reasonably satisfactory to the Borrower Company, which evidence may include, without limitation, an opinion of counsel of recognized standing (it being acknowledged and agreed to that Sxxxxxx, Rxxx & Zxxxx LLP is a counsel of recognized standing), to the effect that an exemption from the registration requirements of the Acts U.S. Securities Act is available. "United States" and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. The Holder undersigned holder understands that unless Box A or B above is checked, and the Company is, at the time of this Warrantexercise, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an a “Accredited Investorforeign issuer” as such term is defined in Rule 902 of Regulation S under the U.S. Securities Act, the certificate representing the Warrant Shares issued upon exercise of the Warrant will, unless the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws, bear a legend restricting transfer unless an exemption from such registration requirements is available. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: The Company hereby acknowledges this Exercise Notice and hereby directs Computershare Investor Services Inc. to issue the above indicated number of Common Shares in accordance with the Transfer Agent Instructions dated November [__], 2010 from the Company and acknowledged and agreed to Computershare Investor Services Inc. By: Name: Title: For value received, the undersigned hereby sells, transfers and assigns unto __________________________________________________________________ (please print name of transferee) of _________________________________ _________________________________ _________________________________ (please print address of transferee) __________________________________________________________ warrants represented (please insert number of warrants to be transferred) by the within certificate. DATED this ____ day of _____________________, 20_____. NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER Warrants shall only be transferable in accordance with applicable laws and the regulations promulgated thereunder) resale of warrants and this Warrant and any securities shares issuable upon exercise of this warrants may be subject to restrictions under such laws. DEJOUR ENTERPRISES LTD. November 15, 2010 Sxxxx 000 000 Xxxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0 Reference is made to that certain Securities Purchase Agreement, dated as of November 12, 2010 (the "Agreement"), by and among Dejour Enterprises Ltd., a company formed under the laws of the Provence of British Columbia (the "Company"), and the investors named on the Schedule of Buyers attached thereto (collectively, the "Holders"), pursuant to which the Company (x) is issuing to the Holders (i) Common Shares, without par value (the "Common Shares") of the Company and (ii) warrants (the "Warrants"), which are exercisable to purchase Common Shares (“Warrant Shares”). Pursuant to the Agreement, 2,321,428 Warrants are being acquired for investmentissued pursuant to a prospectus supplement to a registration statement on Form F-3 (No. 333-162677) (the “Registration Statement”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) to a purchaser in the United States, (the “U.S. Purchaser”), and not with a view will be in the form attached hereto as Appendix A (“U.S. Warrants”). 2,321,428 Warrants are being issued pursuant to distribution or resale, within an exclusion from the meaning registration requirements of the U.S. Securities Act. Upon exercise Act provided by Rule 903 of this WarrantRegulation S under the U.S. Securities Act to a purchaser offhsore, (the persons entitled to receive “Offshore Purchaser”), and will be in the shares of securities into which this Warrant is exercisable may be required to execute and deliver to form attached hereto as Appendix B (the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts“Offshore Warrants”).

Securities Law Matters. (a) Neither this Warrant nor Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant merits and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements risks of the Acts prospective investment in Buyer’s securities. (b) Seller confirms that Buyer has made available to Seller and its Representatives the opportunity to ask questions of the officers and management employees of Buyer and to acquire such additional information about the business and financial condition of Buyer as Seller has requested, and all such information has been received. (c) Seller is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunderacquiring Buyer’s securities pursuant to Section 2.2(A) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired solely for investment, Seller’s own account for investment and not with a view to to, or for resale in connection with, any distribution or resale, thereof within the meaning of the Securities Act. Upon exercise Seller further represents that he does not have any present intention of this Warrantselling, offering to sell or otherwise disposing of or distributing such Buyer securities or any portion thereof, and that the entire legal and beneficial interest of such Buyer securities being acquired by Seller for, and will be held for the account of, Seller only and neither in whole nor in part for any other Person. (d) Seller is aware that: (i) Buyer securities to be issued pursuant to Section 2.2(A) have not been registered under the Securities Act, and such Buyer securities must be held indefinitely unless a transfer of such Buyer securities are subsequently registered under the Securities Act or an exemption from such registration is available, and that Buyer is under no obligation to register such securities of Buyer; and (ii) Buyer will make a notation in its records of the aforementioned restrictions on transfer and legends. (e) Seller is aware of the provisions of Rule 144 promulgated under the Securities Act (“Rule 144”), which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions, including among other things: (i) the resale occurring not less than six (6) months from the date Seller has acquired such Buyer securities pursuant to Section 2.2(A); (ii) the availability of certain public information concerning Buyer; (iii) the sale being through a broker in an unsolicited “broker’s transaction” or in a transaction directly with a market maker (as said term is defined under the Securities Exchange Act of 1934 (the “Exchange Act”)); and (iv) that any sale of such Buyer securities may be made by Seller only in limited amounts during any three (3)-month period not exceeding specified limitations. Seller further represents that Seller understands that at the txxx Xxxxxx wishes to sell such Buyer securities there may be no public market upon which to make such a sale, and that, even if such a public market then exists, Buyer may not be satisfying the current public information requirements of Rule 144, and that, in such event, Seller would be precluded from selling such Buyer securities under Rule 144 even if the six (6)-month minimum holding period had been satisfied. Seller represents that Seller understands that in the event all of the requirements of Rule 144 are not satisfied, registration under the Securities Act or compliance with an exemption from registration will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the staff of the U.S. Securities and Exchange Commission has expressed its opinion that persons entitled proposing to receive sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (f) Without in any way limiting Seller representations and warranties set forth above, Seller further agrees that Seller shall in no event make any disposition of all or any portion of such Buyer securities which Seller is acquiring unless and until: (i) there is then in effect a registration statement under the shares Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (ii) Seller shall have (A) notified Buyer of securities into which this Warrant is exercisable may be required to execute the proposed disposition and deliver furnished Buyer with a detailed statement of the circumstances surrounding the proposed disposition, and (B) furnished Buyer with an opinion of Seller own counsel to the Company effect that such other documents disposition will not require registration of such shares under the Securities Act, and instrumentssuch opinion of Seller’s counsel shall have been concurred with by counsel for Buyer, in form reasonably satisfactory to the Company to effect the compliance and Buyer shall have advised Seller of such concurrence. (g) Seller is an “accredited investor” as defined under Rule 501 of Regulation D of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsAct.

Securities Law Matters. (ai) Neither this Warrant nor Each Contributor who shall receive the securities issuable upon exercise Units is now and, at the time of this Warrant have been registered Closing, will be an "accredited investor" as such term is defined under Rule 501 promulgated under the Securities Act of 1933 1933, as amended (the “"Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”"). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or ; (ii) the Holder’s delivery to the Borrower Each Contributor's primary residence or principal place of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts business is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act State of Maryland; (and iii) Each Contributor is acquiring the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired Units for investment, such Contributor's own account for investment purposes only and not with a view to distribution and does not intend to distribute or resale, within resell the meaning Units; (iv) Taking into account the information and resources such Contributor can practically bring to bear on the acquisition of the Units in FWRLP contemplated hereby, such Contributor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to investments in securities presenting an investment decision like that involved in the acquisition of the Units, including investments in securities issued by FWRLP, and has requested, received, reviewed and considered all information such Contributor deems relevant in making an informed decision to acquire the Units (including the Confidential Information Statement attached hereto as Exhibit L which contains the First Amended and Restated Agreement of Limited Partnership of FWRLP and any Amendments thereto (the "FWRLP Partnership Agreement"); (v) Each Contributor will not, directly or indirectly, voluntarily offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of ) any of the Units except in compliance with the Securities Act. Upon exercise Act and the rules and regulations promulgated thereunder and with the terms and conditions of this Warrantthe FWRLP Partnership Agreement; (vi) Each Contributor acknowledges that the Units to be issued must be held unless and until they are subsequently registered under the Securities Act and under applicable state securities or blue sky laws, unless exemptions from such registrations are available at the persons entitled to receive the shares time of securities into which this Warrant is exercisable may be required to execute and deliver resale; (vii) Prior to the Company issuance of the Units, each Contributor will execute all such other documents and instruments, in form instruments as may be reasonably satisfactory necessary to the Company allow FWRLP to effect the compliance of comply with federal and state securities law requirements with respect to the issuance of this Warrant the Units and the securities issuable on exercise of this Warrant to comply with the Acts.terms of the FWRLP Partnership Agreement; and (viii) Each Contributor acknowledges and agrees that, notwithstanding

Securities Law Matters. (a) Neither The Purchaser represents and warrants that he did not use a "purchaser's representative" (as that term is used in Regulation D as promulgated by the Securities and Exchange Commission) in connection with the transactions contemplated by this Warrant nor Agreement. The Purchaser represents and warrants that his decision to purchase the securities issuable upon exercise Shares has been made by the Purchaser independent of this Warrant any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any person, including any officer, director or shareholder of the Company. (b) The Purchaser acknowledges and represents and warrants to the Company that he has been advised by the Company that (a) the offer and sale of the Shares have not been registered under the Securities Act of 1933 1933, as amended (the “"Securities Act”"); (b) or any the Shares must be held indefinitely and the Purchaser must continue to bear the economic risk of the investment in the Shares unless the offer and sale of such Shares is subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available; (together c) there is no established market for the Shares and it is not anticipated that there will be any public market for the Shares in the foreseeable future; (d) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any securities of the Company, and the Company has made no covenant to make such Rule available; (e) when and if Shares may be disposed of without registration under the Securities Act in reliance on Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such Rule; (f) if the Rule 144 exemption is not available, public offer or sale without registration will require the availability of an exemption under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else ; (g) a restrictive legend in the Warrant form heretofore set forth shall be placed on the certificates representing the Shares; and (h) a notation shall be made in the appropriate records of the Company indicating that the Shares are subject to contraryrestrictions on transfer and, if the Holder Company should at some time in the future engage the services of this Warranta securities transfer agent, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may appropriate stop-transfer instructions will be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsShares.

Securities Law Matters. (ai) Neither this Warrant nor The Lender is acquiring and will hold the securities Option and the Common Stock issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto Option for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired investment for investment, its account only and not with a view to distribution to, or resalefor resale in connection with, any “distribution” thereof within the meaning of the Securities Act. Upon 4843-1088-1799\16 (ii) The Lender understands that the Option and the Common Stock issuable upon exercise of this Warrantthe Option have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Option and the Common Stock issuable upon exercise of the Option must be held indefinitely, unless it is subsequently registered under the persons entitled to receive Securities Act or the shares Lender obtains an opinion of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instrumentscounsel, in form reasonably and substance satisfactory to the Company and its counsel, that such registration is not required nor anticipated. The Lender further acknowledges and understands that the Company is under no obligation to effect register the compliance Option or the Common Stock issuable upon exercise of the issuance Option, and does not expect to do so at any time in the foreseeable future. (iii) The Lender is aware that any investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Lender is able, without impairing its financial condition, to hold the Option or the Common Stock issuable upon exercise of the Option for an indefinite period and to suffer a complete loss of its investment. The Lender understands that its investment involves a high degree of risk. The Lender is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. (iv) Lender will not sell, transfer or otherwise dispose of the Option or the Common Stock issuable upon exercise of the Option in violation of the Securities Act, the Exchange Act, or the rules promulgated thereunder, including Rule 144 under the Securities Act. Lender agrees that it will not dispose of the Option or the Common Stock issuable upon exercise of the Option unless and until it has complied with all requirements of this Warrant and the securities issuable on exercise of this Warrant with the ActsAgreement.

Securities Law Matters. Assuming the accuracy of the representations and warranties of Shaar set forth in Section II hereof, the Exchange is exempt from (ai) Neither this Warrant nor the securities issuable upon exercise registration and prospectus delivery requirements of this Warrant have been registered under the Securities Act and the rules and regulations of 1933 the Commission thereunder and (ii) the “Securities Act”) or any registration and/or qualification provisions of all applicable state securities laws (together and "blue sky" laws. The Company acknowledges and agrees that, based upon advice received from its legal counsel after such counsel reviewed certain SEC "No-Action" letters which it deemed relevant, the Securities acquired by Shaar, for the purposes of and pursuant to Rule 144(d)(3)(i) of the Act, shall be deemed to have been acquired at the same time as the securities exchanged by Shaar in connection with the Securities transactions contemplated hereby were acquired, and that the Conversion Shares shall be deemed, by reason of Rule 144(d)(3)(ii) of the Act, to have been acquired at the “Acts”). Therefore, same time as the securities surrendered by Shaar in order, among other things, to ensure compliance connection with the Acts notwithstanding anything else in transactions contemplated hereby were acquired and that upon issuance of such Conversion Shares, Shaar shall be entitled to immediately sell such Conversion Shares under Rule 144. In the Warrant to contraryevent Shaar is prohibited from publicly selling any Conversion Shares, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) Company shall promptly use its commercially reasonable efforts to register such Conversion Shares pursuant to an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, permitting their resale under the ActsAct. The Company shall not directly or indirectly take, and shall not permit any of its directors, officers or Affiliates directly or indirectly to take, any action (iiincluding, without limitation, any offering or sale to any person or entity of the Securities) so as to make unavailable the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from Securities Act registration being relied upon by the registration requirements Company for the offer and sale to Shaar of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunderConversion Shares) and as contemplated by this Warrant and Agreement. No form of general solicitation or advertising has been used or authorized by the Company or any securities issuable upon exercise of this Warrant are being acquired for investmentits officers, and not directors or affiliates in connection with a view to distribution the offer or resale, within the meaning sale of the Securities Act. Upon exercise of (and the Conversion Shares) as contemplated by this Warrant, the persons entitled Agreement or any other agreement to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsis a party.

Securities Law Matters. Any Installment Shares issuable to Transit in accordance with the terms of this Agreement are being acquired by Transit for Transit’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and such Installment Shares will not be disposed of by Transit in contravention of the Securities Act or any applicable state securities laws. (a) Neither this Warrant nor Transit is an “accredited investor” as defined in Rule 501(a) under the securities issuable Securities Act, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Installment Shares and make an informed investment decision. (b) Transit has had an opportunity to ask questions and receive answers concerning XXXX and the Installment Shares and has had full access to such other information concerning XXXX and the Installment Shares as Transit has requested or which has been filed by XXXX with the SEC. (c) Transit has discussed with and relied upon exercise the advice of its independent legal counsel, tax and financial advisors with regard to the meaning and legal consequences of Transit’s representations and warranties contained herein and the considerations involved in making an investment in the Installment Shares, and Transit understands that XXXX is relying on Transit’s representations set forth herein in respect of the offer and sale of the Installment Shares pursuant to the terms of this Warrant Agreement. (d) Transit acknowledges that the Installment Shares issuable pursuant to the terms of this Agreement are “restricted securities” as defined by Rule 144 promulgated under the Securities Act, are not registered under the Securities Act or any applicable state securities laws and are being offered and sold by XXXX to Transit in reliance upon exemptions from registration contained in, or promulgated under, the Securities Act. (e) Transit understands that the Installment Shares acquired pursuant to this Agreement have not been registered under the Securities Act of 1933 (the “Securities Act”) or any applicable state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which such shares may be issued upon the exercise hereof, may therefore not be exercised, sold, transferred, pledged pledged, or hypothecated otherwise disposed of unless subsequently so registered or, in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, counsel (reasonably satisfactory to the Borrower XXXX) that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in under the Securities Act (and the regulations promulgated thereunder) and this Warrant and or any applicable state securities issuable upon exercise of this Warrant are being acquired for investment, and laws is not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsrequired.

Securities Law Matters. (a) Neither this Warrant nor The Shareholder recognizes and understands that the securities issuable upon exercise of this Warrant have been Weatxxxxxxx Xxxres to be issued to the Shareholder (the "securities") will not, except as expressly provided in Article 4, be registered under the Securities Act Act, or under the securities laws of 1933 any state (the “Securities Act”) or any state "securities laws (together with laws"). The securities are not being so registered in reliance upon exemptions from the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Act and the securities laws which may be issued upon are predicated, in part, on the exercise hereofrepresentations, may not be exercised, sold, transferred, pledged or hypothecated in warranties and agreements of the absence of Shareholder contained herein. (b) The Shareholder represents and warrants that (i) an effective registration statement or post-effective amendment thereto for the Shareholder has business knowledge and experience, such Warrants or the securities into which this Warrant is exercisableexperience being based on actual participation therein, respectively, under the Acts, or (ii) the Holder’s delivery to Shareholder is capable of evaluating the Borrower merits and risks of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined investment in the Securities Act (Weatxxxxxxx Xxxres and the regulations promulgated thereundersuitability thereof as an investment therefor, (iii) and this Warrant and any securities issuable upon exercise of this Warrant are being the Weatxxxxxxx Xxxres will be acquired by the Shareholder solely for investment, investment and not with a view toward resale or redistribution in violation of the securities laws, (iv) the Shareholder is an individual whose principal residence is in Longview, Texas, (v) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of the Buyer or Weatxxxxxxx xx as to distribution or resale, the value of the Weatherford Shares and (vi) the Shareholder is an "accredited investor" within the meaning of Regulation D promulgated by the Commission pursuant to the Securities Act. Upon exercise The Shareholder understands that neither Weatxxxxxxx xxx the Buyer is under any obligation to file a registration statement or to take any other action under the securities laws with respect to any such securities except as expressly set forth in Article 4 hereof. (c) The Shareholder has consulted with his own counsel in regard to the securities laws and are fully aware (i) of the circumstances under which the Shareholder is required to hold the securities, (ii) of the limitations on the transfer or disposition of the securities, (iii) that the securities must be held indefinitely unless the transfer thereof is registered under the securities laws or an exemption from registration is available and (iv) that no exemption from registration is likely to become available for at least one year from the date of acquisition of the securities. The Shareholder has been advised by his counsel as to the provisions of Rules 144 and 145 as promulgated by the Commission under the Securities Act and have been advised of the applicable limitations thereof. The Shareholder acknowledges that Weatxxxxxxx xxx the Buyer are relying upon the truth and accuracy of the representations and warranties in this Section 2.11 by the Shareholder in consummating the transactions contemplated by this Agreement without registering the securities under the securities laws. (d) The Shareholder has been furnished with the SEC Documents. The Shareholder has been furnished with a summary description of the terms of this WarrantAgreement, the persons entitled to receive Weatxxxxxxx Xxxres and Weatxxxxxxx, xxd the shares of securities into which this Warrant is exercisable may be required to execute Buyer and deliver Weatxxxxxxx xxxe made available to the Company such other documents Shareholder the opportunity to ask questions and instruments, in form receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which they possess or could reasonably satisfactory acquire for the purpose of verifying the accuracy of information furnished to the Company Shareholder as set forth herein or for the purpose of considering the transactions contemplated hereby. Weatxxxxxxx xxx offered to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Acts.make available

Securities Law Matters. (a) Neither this Warrant nor The Seller understands that the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 Common Shares and NVPS contemplated by Section 2.3 (the “Securities ActRelevant Securities”) are being issued to the Seller on a “private placement” basis in reliance upon specific exemptions from Canadian provincial prospectus requirements, and will, in respect of the Relevant Securities, not be qualified for distribution and be subject to a “hold period” under applicable securities Laws. (b) The Seller is acquiring the Relevant Securities solely for the Seller’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Relevant Securities or any state securities laws part thereof, has no present intention of selling (together in connection with the Securities Acta distribution or otherwise), the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including granting any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Actsparticipation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. (iic) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower The Seller acknowledges and confirms that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder he is an “Accredited Investor” accredited investor”, as such term is defined in National Instrument 45-106 - Prospectus Exemptions. (d) The Seller is able to bear the economic risk of holding the Relevant Securities Act (for an indefinite period, and the regulations promulgated thereunderSeller has such knowledge and experience in financial and business matters such that he is capable of evaluating the risks of investment in the Relevant Securities. (e) and this Warrant and The Seller understands that no Governmental Authority has passed upon or made any securities issuable upon exercise recommendation or endorsement of this Warrant are being acquired for investmentthe Relevant Securities or an investment therein, and not with there is no government or other insurance covering the Relevant Securities. (f) The Seller understands that the Relevant Securities (or the book entries for such Relevant Securities, as the case may be) will, if required by applicable securities Laws, bear a view to distribution or resalerestrictive legend in substantially the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsTHE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE [CLOSING DATE TO BE INSERTED].

Securities Law Matters. The Grantee acknowledges receipt of advice from MGI that (aI) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been Exercise LLC Units will not be registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities laws or "blue sky" laws, (together with II) the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Exercise LLC Units may not be exercisedoffered, sold, assigned, transferred, pledged pledged, hypothecated or hypothecated otherwise disposed of or encumbered except in accordance with the LLC Agreement, (III) the Exercise LLC Units must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise LLC Units until the Exercise LLC Units are subsequently registered under the Securities Act and any applicable state securities laws or any exemption from registration is available, (IV) it is not anticipated that there will be any public market for the Exercise LLC Units, (V) the resale restrictions under Rule 144 ("RULE 144") or Rule 145 ("RULE 145") promulgated under the Securities Act may be applicable to sales of the Exercise LLC Units by the Grantee or the relevant Designee, as applicable, (VI) MGI has made no covenant to make Rule 144 available with respect to sales of securities of the Parent, (VII) neither the Parent nor MGI plans to file reports with the Commission or make information concerning the Parent publicly available unless required to do so by law or by the terms of its financing agreements, (VIII) if the exemption afforded by Rule 144 is not available, sales of the Exercise LLC Units may be difficult to effect because of the absence of public information concerning the Parent, (iIX) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise LLC Units and (X) a notation shall be made in the appropriate records of MGI and the Parent indicating that the Exercise LLC Units are subject to restrictions on transfer set forth in the LLC Agreement and, if the Parent should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise LLC Units.

Securities Law Matters. (a) Neither this Warrant nor The Company acknowledges that it is making an investment by way of a private placement in USE Parent based upon negotiations between it and representatives of USE Parent. The Company has received, read and is familiar with information relating to USE Parent which has been provided to the securities issuable upon exercise of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) Company or any state securities laws (together which is available in USE Parent filings with the U.S. Securities Actand Exchange Commission, and has been provided with the opportunity to ask for and receive other information and documents which the Company deems relevant and which is available to USE Parent. Apart from information provided by USE Parent or which is available in USE Parent filing with the U.S. Securities and Exchange Commission, the “Acts”)Company has not relied on any other statements made to the Company by any other person for purposes of entering into this Agreement. Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contraryFurthermore, the Holder of Company has been given an opportunity to consult professional advisors regarding this Warrantinvestment. The Company's senior management is experienced in financial and energy-related matters. (b) The Company has been provided with all materials and information requested by either it, its counsel, or others representing the Company, including any successive Holderinformation requested to verify information furnished, agrees by accepting this Warrant as follows: This Warrant and there has been direct communication between USE Parent and USE Parent's representatives on the one hand, and the securities which may Company and its representatives and advisors on the other, in connection with the information provided to the Company or otherwise available to the Company and its advisors who have also had the opportunity to ask questions of, and receive answers from USE Parent and its directors, officers, and representatives concerning the terms and conditions of this issuance. (c) The Company is acquiring the USE Shares for its own account and for investment purposes only and has no present intention, agreement or arrangement for the distribution, transfer, assignment, resale or subdivision thereof; provided, however, that except as otherwise expressly set forth herein or in the Restated Operating Agreement, the disposition of the USE Shares shall at all times be and remain within the Company's control. (d) The Company further understands and agrees that the USE Shares issued upon the exercise hereof, hereunder may not be exercisedoffered, sold, transferred, pledged or hypothecated to any persons in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the ActsSecurities Act of 1933, as amended (the "Securities Act") and applicable state securities laws, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably counsel satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant USE Parent that such Holder registration is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsrequired.

Securities Law Matters. (a) Neither this Warrant nor The Seller and each of the securities issuable upon exercise of this Warrant have been Shareholders recognize and understand that the Weatxxxxxxx Xxxres to be issued to the Seller (the "securities") will not, except as expressly provided in Article 4, be registered under the Securities Act Act, or under the securities laws of 1933 any state (the “Securities Act”) or any state "securities laws (together with laws"). The securities are not being so registered in reliance upon exemptions from the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Act and the securities laws which may be issued upon are predicated, in part, on the exercise hereofrepresentations, may not be exercised, sold, transferred, pledged or hypothecated in warranties and agreements of the absence Seller and the Shareholders contained herein. (b) The Seller and each of the Shareholders represent and warrant that (i) an effective registration statement or post-effective amendment thereto for the Seller has business knowledge and experience, such Warrants or the securities into which this Warrant is exercisableexperience being based on actual participation therein, respectively, under the Acts, or (ii) the Holder’s delivery to Seller is capable of evaluating the Borrower merits and risks of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined investment in the Securities Act (Weatxxxxxxx Xxxres and the regulations promulgated thereundersuitability thereof as an investment therefor, (iii) and this Warrant and any securities issuable upon exercise of this Warrant are being the Weatxxxxxxx Xxxres to be acquired by the Seller will be acquired solely for investment, investment and not with a view toward resale or redistribution in violation of the securities laws, (iv) the Seller is a corporation whose principal corporate offices are in The Woodlands, Texas, (v) in connection with the transactions contemplated hereby, no assurances have been made concerning the future results of the Buyer or Weatxxxxxxx xx as to distribution or resale, the value of the Weatherford Shares and (vi) the Seller is an "accredited investor" within the meaning of Regulation D promulgated by the Commission pursuant to the Securities Act. Upon exercise The Seller understands that neither Weatxxxxxxx xxx the Buyer is under any obligation to file a registration statement or to take any other action under the securities laws with respect to any such securities except as expressly set forth in Article 4 hereof. (c) The Seller and each of the Shareholders have consulted with their own counsel in regard to the securities laws and are fully aware (i) of the circumstances under which the Seller is required to hold the securities, (ii) of the limitations on the transfer or disposition of the securities, (iii) that the securities must be held indefinitely unless the transfer thereof is registered under the securities laws or an exemption from registration is available and (iv) that no exemption from registration is likely to become available for at least one year from the date of acquisition of the securities. The Seller and each of the Shareholders have been advised by their counsel as to the provisions of Rules 144 and 145 as promulgated by the Commission under the Securities Act and have been advised of the applicable limitations thereof. The Seller and each of the Shareholders acknowledge that Weatxxxxxxx xxx the Buyer are relying upon the truth and accuracy of the representations and warranties in this Section 2.14 by the Seller and each of the Shareholders in consummating the transactions contemplated by this Agreement without registering the securities under the securities laws. (d) The Seller and each of the Shareholders have been furnished with the SEC Documents. The Seller and each of the Shareholders have been furnished with a summary description of the terms of this WarrantAgreement, the persons entitled to receive Weatxxxxxxx Xxxres and Weatxxxxxxx, xxd the shares of securities into which this Warrant is exercisable may be required to execute Buyer and deliver Weatxxxxxxx xxxe made available to the Company such other documents Seller and instruments, in form each of the Shareholders the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which they possess or could reasonably satisfactory acquire for the purpose of verifying the accuracy of information furnished to the Company Seller and the Shareholders as set forth herein or for the purpose of considering the transactions contemplated hereby. Weatxxxxxxx xxx offered to effect make available to the compliance Seller and each of the issuance Shareholders upon request at any time all exhibits filed by Weatxxxxxxx xxxh the Commission as part of this Warrant any of the reports filed therewith. (e) The Seller and each of the Shareholders agree that the certificates representing the Weatxxxxxxx Xxxres will be imprinted with the following legend, the terms of which are specifically agreed to: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION REQUIREMENTS. WITHOUT SUCH REGISTRATION, SUCH SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, PLEDGE, HYPOTHECATION OR TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. The Seller and each of the Shareholders understand and agree that appropriate stop transfer notations will be placed in the records of Weatxxxxxxx xxx with its transfer agents in respect of the securities which are to be issued to the Seller. Weatxxxxxxx xxxees that any Weatxxxxxxx Xxxres sold pursuant to an effective registration statement, including a registration statement filed pursuant to Article 4 hereof, shall have the above legend removed to permit the closing of the sale within three Business Days of written notice of the sale and certification by the Seller that the sale was made pursuant to the plan of distribution described in the registration statement and the securities issuable on exercise of this Warrant prospectus delivery requirements under the Securities Act were fully complied with in connection with the Actssale.

Securities Law Matters. The Grantee acknowledges receipt of advice from the Parent that (aI) Neither this Warrant nor the securities issuable upon exercise of this Warrant have been Exercise LLC Units will not be registered under the Securities Act of 1933 (the “Securities Act”) or under any state securities laws or "blue sky" laws, (together with II) the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, Exercise LLC Units may not be exercisedoffered, sold, assigned, transferred, pledged pledged, hypothecated or hypothecated otherwise disposed of or encumbered except in accordance with the LLC Agreement, (III) the Exercise LLC Units must be held indefinitely and the Grantee must continue to bear the economic risk of the investment in the Exercise LLC Units until the Exercise LLC Units are substequently registered under the Securities Act and any applicable state securities laws or any exemption from registration is available, (IV) it is not anticipated that there will be any public market for the Exercise LLC Units, (V) the resale restrictions under Rule 144 ("RULE 144") or Rule 145 ("RULE 145") promulgated under the Securities Act may be applicable to sales of the Exercise LLC Units by the Grantee [or the relevant permitted transferee, as applicable], (VI) the Parent has made no covenant to make Rule 144 available with respect to sales of securities of the Parent, (VII) the Parent does not plan to file reports with the Commission or make information concerning the Parent publicly available unless required to do so by law or by the terms of its financing agreements, (VIII) if the exemption afforded by Rule 144 is not available, sales of the Exercise LLC Units may be difficult to effect because of the absence of public information concerning the Parent, (iIX) an effective registration statement or posta restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Exercise LLC Units and (X) a notation shall be made in the appropriate records of the Parent indicating that the Exercise LLC Units are subject to restrictions on transfer set forth in the LLC Agreement and, if the Parent should in the future engage the services of a stock transfer agent, appropriate stop-effective amendment thereto for transfer restrictions will be issued to such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery transfer agent with respect to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsExercise LLC Units.

Securities Law Matters. (a) Neither this Warrant nor The Purchaser has had access to such financial and other information, if any, concerning the securities issuable upon exercise Company as it has considered necessary in connection with its investment decision to acquire the Purchased Securities; (b) The Purchaser has not purchased the Purchased Securities as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or other form of electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) No prospectus or offering memorandum (within the meaning of Ontario Securities Laws) has been delivered to or summarized for or seen by the Purchaser in connection with the purchase and sale of the Purchased Securities and the Purchaser is not aware of any prospectus or offering memorandum having been prepared by the Company; (d) The Purchaser acknowledges it is solely responsible for obtaining such tax, investment, legal and other professional advice, if any, as it considers appropriate in connection with the execution, delivery and performance by it of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Agreement and the securities which may transactions contemplated hereunder (including the resale and transfer restrictions applicable to the Purchased Securities and Common Shares referred to herein); (e) The Purchaser understands that a prospectus has not and will not be filed under Ontario Securities Laws to qualify the distribution of the Purchased Securities, and that the Purchased Securities and Common Shares to be issued upon the exercise hereof, may or deemed exercise of the Purchased Securities have not been and will not be exercisedregistered under the 1933 Act or any applicable state securities laws; (f) The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D under the 1933 Act). (g) the Purchaser agrees that if it decides to offer, soldsell or otherwise transfer any of the Purchased Securities and Common Shares issued upon the exercise or deemed exercise of the Purchased Securities, transferredsuch securities may be offered, pledged sold or hypothecated otherwise transferred only (1) to the Company, (2) outside the United States in accordance with Rule 904 of Regulation S under the absence of 1933 Act, (i3) inside the United States pursuant to an exemption from registration under the 1933 Act or (4) under an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts1933 Act, and in each case in accordance with any applicable state securities laws in the United States or securities laws of any other applicable jurisdiction; provided that, if the Purchased Securities or Common Shares are being sold under (2) above, the legend set out in Schedule C may be removed by providing a declaration to the Company (in the case of Purchased Securities) or Computershare Trust Company of Canada (in the case of Common Shares), to the effect set forth in Schedule D, or in such other form as the Company or Computershare Trust Company of Canada may from time to time prescribe; provided, further, that if any such Purchased Securities or Common Shares are being sold under (ii3) above, the Holder’s legend may be removed by delivery to the Borrower Company or Computershare Trust Company of Canada of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements counsel of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form recognized standing reasonably satisfactory to the Company to the effect the compliance that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws; (h) The Purchaser understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of this Warrant the 1933 Act or applicable state securities laws, certificates representing the Purchased Securities or Common Shares issued upon exercise or deemed exercise of the Purchased Securities, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend to the effect of the resale restrictions set forth in Schedule C; (i) The Purchased Securities are being acquired, and the securities issuable on Common Shares will be acquired, for the Purchaser's own account not with a view to resale or distribution in violation of the 1933 Act; (j) The Purchaser is purchasing as principal and is an “accredited investor” for the purposes of NI 45-106; and (k) The Purchaser understands and acknowledges: (i) that prior to the four month anniversary of the Closing Date, the Purchased Securities and Common Shares issued upon the exercise or deemed exercise thereof are subject to statutory “hold periods” during which they may not be resold, except pursuant to a prospectus or further statutory exemption from the applicable prospectus and registration requirements under the Ontario Securities Laws, or unless an appropriate discretionary order is obtained pursuant to applicable Ontario Securities Laws; and (ii) that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of Ontario Securities Laws, certificates representing the Purchased Securities and Common Shares issued upon exercise or deemed exercise of this Warrant with the Acts.Purchased Securities, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend to the effect of the resale restrictions Schedule B.

Securities Law Matters. Warrantholder represents to the Company as follows: (a) Neither this Warrant nor the securities issuable upon exercise Warrants and Common Stock to be acquired by Warrantholder pursuant hereto will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”"SECURITIES ACT") or any applicable state securities laws laws, and such securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (together with b) the Warrantholder understands that (a) the Warrants and Common Stock issuable on exercise have not been registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and nor qualified under the securities which may be issued upon the exercise hereoflaws of any other jurisdiction, may (b) such securities cannot be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, resold unless they subsequently are registered under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (and the regulations promulgated thereunderc) and this Warrant does not grant the Warrantholder any right to require such registration or qualification; (c) Warrantholder is familiar with the term "accredited investor" as defined in Rule 501 under the Securities Act and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, investor is an "accredited investor" within the meaning of such term in Rule 501 under the Securities Act. Upon exercise of this Warrant, ; 49 CONFIDENTIAL (d) Warrantholder is sophisticated in financial matters and the persons entitled market for Internet companies and is able to receive evaluate the shares of securities into which this Warrant is exercisable may be required to execute risks and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance benefits of the issuance investment in the Warrants and Common Stock issuable on exercise; (e) Warrantholder is able to bear the economic risk of this Warrant its investment in the Warrants and the securities Common Stock issuable on exercise for an indefinite period of this Warrant with time; and (f) Warrantholder has had an opportunity to ask questions and receive answers concerning the Actsterms and conditions of the offering of securities and has had full access to such other information concerning the Company as investor has requested.

Securities Law Matters. (a) Neither this Warrant nor Buyer is, as of the date hereof and will be as of the Closing Dates, an “accredited investor” as that term is defined in Regulation D under the Securities Act as a result of Buyer’s satisfaction of clause eight of such definition. (b) Excluding assignments pursuant to Section 2.3, the Partnership Interests are being acquired by Buyer for its own account and not for the account of any other person and not with a view to, or for, resale or distribution thereof, in whole or in part. Excluding assignments pursuant to Section 2.3, Buyer has no present agreement, understanding, intention or arrangement to sell, resell, assign, transfer or otherwise dispose of all or any part of the Partnership Interests. (c) Buyer understands that the transfer of the Partnership Interests is intended to be exempt from registration under the Securities Act and from registration and/or qualification under any applicable state securities issuable upon exercise of this Warrant law. Therefore, Buyer understands that it cannot transfer the Partnership Interests it acquires unless such Partnership Interests are subsequently registered under the Securities Act or an exemption from such registration is available. (d) Buyer acknowledges that the Partnership Interests have not been registered under the Securities Act Act, and that no United States or foreign regulatory agency has passed upon the Partnerships or the Partnership Interests or has made any finding or determination as to the fairness of 1933 an investment in the Partnership Interests. Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of purchasing the Partnership Interests, is able to bear the economic risk of such investment, including a complete loss thereof, and understands that there are substantial risks involved in acquiring the Partnership Interests. (the “Securities Act”e) The Partnership Interests were not offered to Buyer by means of any general solicitation or general advertising by Sellers or any state securities laws (together with the Securities Actperson acting on Sellers’ behalf, the “Acts”). Thereforeincluding, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as followswithout limitation: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement any advertisement, article, notice, or post-effective amendment thereto for such Warrants other communication published in any newspaper, magazine, or the securities into which this Warrant is exercisable, respectively, under the Acts, similar media or broadcast over television or radio or (ii) the Holder’s delivery any seminar or meeting to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including which Buyer was invited by any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution general solicitation or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the Actsgeneral advertising.

Securities Law Matters. Warrantholder represents to the Company as follows: (a) Neither this Warrant nor the securities issuable upon exercise Warrants and Common Stock to be acquired by Warrantholder pursuant hereto will be acquired for its own account and not with a view to, or intention of, distribution thereof in violation of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”"SECURITIES ACT") or any applicable state securities laws laws, and such securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws; (together with b) the Warrantholder understands that (a) the Warrants and Common Stock issuable on exercise have not been registered under the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and nor qualified under the securities which may be issued upon the exercise hereoflaws of any other jurisdiction, may (b) such securities cannot be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, resold unless they subsequently are registered under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and qualified under applicable state securities laws, unless the regulations promulgated thereunder) Company determines that exemptions from such registration and this Warrant and any securities issuable upon exercise of this Warrant qualification requirements are being acquired for investmentavailable, and not (c) the Warrantholder has no right to require such registration or qualification; (c) Warrantholder is familiar with a view to distribution or resale, the term "accredited investor" as defined in Rule 501 under the Securities Act and investor is an "accredited investor" within the meaning of such term in Rule 501 under the Securities Act. Upon exercise of this Warrant, ; (d) Warrantholder is sophisticated in financial matters and the persons entitled market for Internet companies and is able to receive evaluate the shares of securities into which this Warrant is exercisable may be required to execute risks and deliver to the Company such other documents and instruments, in form reasonably satisfactory to the Company to effect the compliance benefits of the issuance investment in the Warrants and Common Stock issuable on exercise; (e) Warrantholder is able to bear the economic risk of this Warrant its investment in the Warrants and the securities Common Stock issuable on exercise for an indefinite period of this Warrant with time; and (f) Warrantholder has had an opportunity to ask questions and receive answers concerning the Actsterms and conditions of the offering of securities and has had full access to such other information concerning the Company as investor has requested. 13 Saturdays, Sundays, holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

Securities Law Matters. (a) Neither Employee acknowledges that the Securities Laws require that no TVI Shares may be offered or issued hereunder or sold or transferred by Employee unless either registered or qualified under such acts or exemptions from such registrations are available. Employee further acknowledges that any TVI Shares to be issued hereunder have not been registered under the Securities Laws and the Company does not intend to, and is not obligated to, register or qualify the offering or issuance of TVI Shares hereunder under any such acts. Consequently, Employee will not be able to transfer any TVI Shares except in compliance with rules and regulations regarding exemptions from such registrations. The share certificate(s) representing any TVI Shares issued hereunder will bear a restrictive legend to this Warrant nor effect. Employee is familiar with the securities issuable upon exercise provisions of this Warrant Rule 144 under the 1933 Act (“Rule 144”) which, as currently in effect, generally permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering, subject to the satisfaction of the conditions thereof. (b) Regardless of whether the offering and issuance of TVI Shares hereunder have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities ActLaws, the “Acts”). ThereforeCompany may impose reasonable restrictions EXHIBIT A TO EMPLOYMENT AGREEMENT upon the sale, pledge, or other transfer of such TVI Shares (including the placement of appropriate legends on stock certificates) if, in orderthe judgment of the Company and its counsel, among other things, such restrictions are reasonably necessary or desirable to ensure achieve compliance with the Acts notwithstanding anything else in provisions of the Warrant to contrary, Securities Laws. If the Holder offering and/or issuance of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant TVI Shares hereunder is not registered under such act and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower Company determines that an exemption from the registration requirements of the Acts is available. The Holder of this WarrantSecurities Laws apply but exemptions are available which requires an investment representation or other representation, including any successive Warrantthe Employee shall be required, further represents and warrants by accepting this Warrant as a condition to acquiring such TVI Shares, to represent that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant TVI Shares are being acquired for investmentinvestment only, and not with a view towards the sale or distribution thereof, except in compliance with the Securities Laws, and to distribution make such other representations as are deemed necessary or resaleappropriate by the Company and its counsel. Notwithstanding any other provision hereof, within no TVI Shares shall be issued under this Program unless and until the meaning Company has determined that all required actions have been taken to register such TVI Shares under the Securities Laws or the Company has determined that exemptions therefrom are available, any applicable listing requirements of any stock exchange on which the TVI Shares are then listed have been satisfied, and any other applicable provision of state, federal or foreign law, has been satisfied. (c) In connection with any underwritten public offering of TVI Shares, Employee agrees that it shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any TVI Shares for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Securities Company filed under the 1933 Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required Employee agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Employee’s TVI Shares until the end of such period. (d) Anything set forth herein or in the Employment Agreement to the contrary notwithstanding, in exchange for Employee agreeing to accept TVI Shares as part payment of amounts due to Employee by the Company, the Company shall, at its own expense, take all commercially reasonable efforts to permit the TVI Shares issued to Employee under this Agreement to be lawfully saleable by Employee to the public pursuant to Rule 144 (or any similar rule or regulation of the Commission allowing it to sell the TVI Shares without registration). Without limiting the generality of the foregoing, the Company agrees to: (i) Make and keep available “adequate current public information” about the Company, as that term is understood and defined in Rule 144. (ii) File with the Commission in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”). (iii) Furnish to Employee upon request: (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act; (B) a copy of the most recent annual or quarterly report of the Company; and (C) such other reports and documents and instruments, in form of the Company as the Employee may reasonably satisfactory request to avail himself of Rule 144 (or any similar rule or regulation of the Commission allowing it to sell the TVI Shares without registration). EXHIBIT A TO EMPLOYMENT AGREEMENT (iv) Subject to the Company to effect the compliance satisfaction of the issuance legal and factual requirements of this Warrant Rule 144 (or any similar rule or regulation of the Commission allowing it to sell the TVI Shares without registration) instruct: (A) its securities counsel to issue the legal opinions typically required to permit qualifying sales thereunder, without cost to Employee; and (B) its transfer agent to process Rule 144 sale requests including, without limitation, removing any Rule 144 restrictive legend from the securities issuable on exercise of this Warrant with share certificate(s) representing the ActsTVI Shares, without cost to Employee.

Securities Law Matters. (a) Neither The parties hereto acknowledge that this Warrant nor Note is not and is not intended to be a "security" as defined in the securities issuable upon exercise Securities Act, and that the issuance, sale and assignment of this Warrant have been registered Note is not intended to be subject to the provisions governing the issuance, sale and transfer of "securities" thereunder. (b) The Holder shall be deemed to make to the Company (without regard to whether this Note is a "security" for purposes of the Securities Act)) the following representations, warranties and covenants: (i) The Holder is acquiring the Note solely for financing or investment purposes and not with a view toward, or for sale in connection with any distribution thereof (except for a distribution of this Note if held by Qualcomm or Ericsson pursuant to the Syndications), has received and reviewed such information as it deems necessary to evaluate the merits and risks of its investment in this Note, is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of 1933 evaluating the merits and risks of its investment in this Note, including a complete loss of its investment. (the “Securities Act”ii) Any offer of Assignment or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, Assignment by the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant and the securities which may be issued upon the exercise hereof, may not be exercised, sold, transferred, pledged or hypothecated in the absence of (i) made pursuant to an effective registration statement or post-effective amendment thereto for such Warrants or shall only be made (A) to Persons whom the securities into which this Warrant is exercisable, respectively, under the Acts, or (ii) the Holder’s delivery Holder reasonably believes to the Borrower of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” be "qualified institutional buyers" as such term is defined in Rule 144A promulgated under the Securities Act, (B) to non-U.S. Persons outside of the United States (which shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for beneficial owners (other than an estate or trust) that are non-U.S. Persons) to whom the Holder reasonably believes offers of Assignment or Assignment of the Notes may be made in reliance upon Regulation S promulgated under the Securities Act and applicable securities legislation of the relevant jurisdiction or (and the regulations promulgated thereunderC) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, other "accredited investors" within the meaning of Regulation D promulgated under the Securities Act. Upon exercise The Holder will take reasonable steps to inform, and cause each of its Affiliates to take reasonable steps to inform, a Person acquiring this WarrantNote from the Holder or one of its Affiliates, as the persons entitled to receive the shares of securities into which this Warrant is exercisable case may be required to execute and deliver to the Company such other documents and instrumentsbe, in form reasonably satisfactory the United States (the "Subsequent Purchasers") that this Note (x) has not been and will not be registered under the Securities Act, (y) is being sold to such Subsequent Purchaser without registration under the Company to effect Securities Act in reliance on Rule 144A or Regulation S promulgated thereunder or in accordance with another exemption from registration under the Securities Act, as the case may be, and (z) may not be offered, sold or otherwise transferred except in compliance of the issuance of this Warrant and the securities issuable on exercise of this Warrant with the ActsSecurities Act.

Securities Law Matters. (a) Neither this Warrant nor The Shareholder has had access to such financial and other information, if any, concerning the securities issuable upon exercise Company as it has considered necessary in connection with its investment decision to acquire the Consideration Shares; (b) The Shareholder has not purchased the Consideration Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or other form of electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; (c) No prospectus or offering memorandum (within the meaning of Ontario Securities Laws) has been delivered to or summarized for or seen by the Shareholder in connection with the purchase and sale of the Consideration Shares and the Shareholder is not aware of any prospectus or offering memorandum having been prepared by the Company; (d) The Shareholder acknowledges it is solely responsible for obtaining such tax, investment, legal and other professional advice, if any, as it considers appropriate in connection with the execution, delivery and performance by it of this Warrant have been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws (together with the Securities Act, the “Acts”). Therefore, in order, among other things, to ensure compliance with the Acts notwithstanding anything else in the Warrant to contrary, the Holder of this Warrant, including any successive Holder, agrees by accepting this Warrant as follows: This Warrant Agreement and the securities which may transactions contemplated hereunder (including the resale and transfer restrictions applicable to the Consideration Shares and Common Shares referred to herein); (e) The Shareholder understands that a prospectus has not and will not be filed under Ontario Securities Laws to qualify the distribution of the Consideration Shares, and that the Consideration Shares and Common Shares to be issued upon the exercise hereof, may or deemed exercise of the Consideration Shares have not been and will not be exercisedregistered under the 1933 Act or any applicable state securities laws; (f) The Shareholder is an “accredited investor” as defined in Rule 501 of Regulation D under the 1933 Act). (g) the Shareholder agrees that if it decides to offer, soldsell or otherwise transfer any of the Consideration Shares, transferredsuch securities may be offered, pledged sold or hypothecated otherwise transferred only (1) to the Company, (2) outside the United States in accordance with Rule 904 of Regulation S under the absence of 1933 Act, (i3) inside the United States pursuant to an exemption from registration under the 1933 Act or (4) under an effective registration statement or post-effective amendment thereto for such Warrants or the securities into which this Warrant is exercisable, respectively, under the Acts1933 Act, and in each case in accordance with any applicable state securities laws in the United States or securities laws of any other applicable jurisdiction; provided that, if the Consideration Shares are being sold under (2) above, the legend set out in Schedule A may be removed by providing a declaration to the Computershare Trust Company of Canada to the effect set forth in Schedule B, or in such other form Computershare Trust Company of Canada may from time to time prescribe; provided, further, that if any such Consideration Shares are being sold under (ii3) above, the Holder’s legend may be removed by delivery to the Borrower Computershare Trust Company of Canada of an opinion of counsel, reasonably satisfactory to the Borrower that an exemption from the registration requirements counsel of the Acts is available. The Holder of this Warrant, including any successive Warrant, further represents and warrants by accepting this Warrant that such Holder is an “Accredited Investor” as such term is defined in the Securities Act (and the regulations promulgated thereunder) and this Warrant and any securities issuable upon exercise of this Warrant are being acquired for investment, and not with a view to distribution or resale, within the meaning of the Securities Act. Upon exercise of this Warrant, the persons entitled to receive the shares of securities into which this Warrant is exercisable may be required to execute and deliver to the Company such other documents and instruments, in form recognized standing reasonably satisfactory to the Company to the effect the compliance that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws; (h) The Shareholder understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, certificates representing the Consideration Shares, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend to the effect of the resale restrictions set forth in Schedule A; (i) The Consideration Shares are being acquired for the Shareholder's own account not with a view to resale or distribution in violation of the 1933 Act; (j) The Shareholder is acquiring the Consideration Shares as principal and is an “accredited investor” for the purposes of NI 45-106; and (k) The Shareholder understands and acknowledges: (a) that prior to the four month anniversary of the date of issuance of this Warrant the Consideration Shares, the Consideration Shares are subject to statutory “hold periods” during which they may not be resold, except pursuant to a prospectus or further statutory exemption from the applicable prospectus and registration requirements under the securities issuable on exercise Ontario Securities Laws, or unless an appropriate discretionary order is obtained pursuant to applicable Ontario Securities Laws; and (b) that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of this Warrant with Ontario Securities Laws, certificates representing the Acts.Consideration Shares, and all certificates issued in exchange therefor or in substitution thereof, will bear a legend to the effect of the resale restrictions set forth in Schedule A.