Common use of Transfer of Securities Clause in Contracts

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") ), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 8 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon thereon, or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR “THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR (II) THE COMPANY SHALL HAVE RECEIVED IN A WRITTEN TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERISSUER."”

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "“Securities Act"”) and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."”

Transfer of Securities. The Subscriber will resell or otherwise dispose of the Subscription Shares (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect Common Stock issuable upon conversion thereof, whether by reason ) only pursuant to registration under the Securities Act or pursuant to an available exemption from registration. Such Subscriber consents that any transfer agent of a stock split the Company may be instructed not to transfer any Subscription Shares (or share reclassification shares of Common Stock issuable upon conversion of thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon ) unless it receives satisfactory evidence of compliance with the provisions foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect following legend calling attention to the transfer foregoing restrictions on transferability of such securities. The Holder, by acceptance Subscription Shares (and the shares of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares Common Stock issuable upon exercise hereof or any interest conversion thereof ), stating in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following formsubstance: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW LAWS. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND NEITHER MAY IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A MADE WITHOUT REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT AND SUCH APPLICABLE ANY STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOLAWS." The Company shall, OR upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (IIA) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERthe stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "“Securities Act"”) and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."”

Transfer of Securities. Such Investor will not sell or otherwise dispose of any shares of Common Stock, Warrants or Warrant Shares unless (a) This Warrant and the Warrant Shares and any shares of capital stock received in a registration statement with respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of thereto has become effective under the Securities Act of 1933, as amended (the "Securities Act") and such Warrants and Warrant Shares have been qualified under applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate there is presented to the Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Investor (i) to any entity controlled by, or under common control with, such Investor, (ii) to a shareholder, partner or officer of such Investor, (iii) to a shareholder, partner or officer of the general partner of such Investor, (iv) to the spouse, lineal descendants, estate or a trust or for the benefit of any of the foregoing or (v) by operation of law, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Investor. Such Investor consents that any transfer agent of the Company may be instructed not to transfer any Common Stock, Warrants or Warrant Shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate (or other instrument) representing such securities (and any shares of capital stock received certificates issued in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereofsubstitution therefor) be stamped or otherwise imprinted with a legend in substantially the following formlegend calling attention to the foregoing restrictions on transferability of such shares, stating in substance: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT OR ANY EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOLAWS, OR (II) IF APPLICABLE. THE COMPANY SHALL HAVE RECEIVED COMPANY, PRIOR TO PERMITTING A WRITTEN TRANSFER OF THESE SECURITIES, MAY REQUIRE AN OPINION OF COUNSEL ACCEPTABLE OR OTHER ASSURANCES SATISFACTORY TO THE COMPANY IT AS TO THE EFFECT THAT REGISTRATION UNDER COMPLIANCE WITH OR EXEMPTION FROM SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS" The Company shall, upon the request of any holder of Common Stock, Warrants or Warrant Shares and the surrender of such securities, issue a new stock certificate and Warrants without such legend if (A) the Warrants or stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant Option and the Warrant Option Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this WarrantOption, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant Option or the Warrant Option Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this WarrantOption. (b) Each certificate for the Warrant Option Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT OPTION NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Repricing Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Repricing Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Repricing Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "Legend for Repricing Shares or other shares of capital stock: NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "Legend for Warrant Shares or other shares of capital stock: NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") ), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 8 hereof and to indemnify and hold harmless the --------- Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon thereon, or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR (II) THE COMPANY SHALL HAVE RECEIVED IN A WRITTEN TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERISSUER."

Transfer of Securities. (a) This Warrant Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Agreement and in the terms of the Securities. To the fullest extent permitted by law, any transfer or purported transfer, sale or other disposition of any Security not made in accordance with this Agreement shall be null and void. (b) Subject to this Article 9 and to restrictions under applicable federal and state securities laws, Preferred Securities shall be freely transferable. (c) To the fullest extent permitted by law, the Sponsor may not transfer the Common Securities except for (i) any transfer to an Affiliate of the Sponsor or (ii) any transfer (whether voluntarily or by operation of law) permitted under Article VIII of the Base Indenture. (d) Each Preferred Security that bears or is required to bear the legend set forth in this Section 9.01(d) (a "Restricted Security") shall be subject to the restrictions on transfer provided in the legend set forth in or contemplated by this Section 9.01(d), unless such restrictions on transfer shall be waived by the written consent of the Administrative Trustees, and the Warrant Shares and any shares Holder of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holdereach Restricted Security, by such Holder's acceptance of this Warrantthereof, agrees to be bound by such restrictions on transfer. As used in this Section 9.01(d) and in Section 9.01(f), the provisions of Section 4 hereof and to indemnify and hold harmless the Company against term "transfer" encompasses any loss sale, pledge, transfer or liability arising from the other disposition of this Warrant or any Restricted Security. Prior to the Warrant Shares issuable upon exercise hereof or Transfer Restriction Termination Date, any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of evidencing a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate Preferred Security shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with bear a legend in substantially the following form: "NEITHER THIS WARRANT NOR , unless otherwise agreed by the Administrative Trustees (with written notice thereof to the Property Trustee): THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT HAS ACQUIRED THE SECURITIES IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD SUCCESSOR PROVISION) RESELL OR OTHERWISE TRANSFERRED UNTIL TRANSFER THE SECURITIES EVIDENCED HEREBY EXCEPT (IA) TO MUTUAL RISK MANAGEMENT LTD. OR ANY AFFILIATE THEREOF, (B) TO A REGISTRATION STATEMENT QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER SUCH THE SECURITIES ACT OR (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED EVIDENCED HEREBY ARE TRANSFERRED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY NOTICE SUBSTANTIALLY TO THE EFFECT THAT REGISTRATION OF THIS LEGEND. THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITIES EVIDENCED HEREBY UNDER SUCH RULE 144(k) UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERACT. Following the Transfer Restriction Termination Date, any Preferred Security or Securities issued in exchange or substitution therefor (other than Preferred Securities acquired by the Sponsor or any Affiliate), may upon surrender of such Preferred Security or Securities for exchange to the Registrar in accordance with the provisions of Section 9.01(g), be exchanged for a new Preferred Security or Securities, as the case may be, in a like aggregate Liquidation Amount that shall not bear the restrictive legend required by this Section. (e) Any Security that, prior to the Transfer Restriction Termination Date, is purchased or owned by the Sponsor or any Affiliate thereof may not be resold by the Sponsor or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements thereof that results in such Security no longer being a "restricted security" as defined under Rule 144 under the Securities Act. (f) The Preferred Securities may be transferred or exchanged only in minimum denominations of $100,000 Liquidation Amount and integral multiples of $1,000 in excess thereof, and any attempted transfer, sale or other disposition of Preferred Securities in a denomination of less than $100,000 Liquidation Amount shall be deemed to be void and of no legal effect whatsoever. (g) The Trust shall provide for the registration of Securities and of the transfer of Securities, which will be effected without charge but only upon payment (with such indemnity as the Registrar may require) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Securities, the Administrative Trustees shall cause one or more new Securities to be issued in the name of the designated transferee or transferees. Every Security surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and the Property Trustee duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Security surrendered for registration of transfer shall be canceled by the Property Trustee. A transferee of a Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Security. By acceptance of a Security, each transferee shall be deemed to have agreed to be bound by this Agreement.

Transfer of Securities. (a) This Warrant Prior to any sale, assignment, transfer, pledge, hypothecation or other disposition of these Securities or of any legal or beneficial interest herein (a “Transfer”), the Holder shall give written notice to the Borrower of the Holder’s intention to effect such Transfer and the Warrant Shares and any shares of capital stock received to comply in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance all other respects with the provisions of this Section 10. Each such notice shall contain (a) a statement setting forth the intention of the Holder’s prospective transferee with respect to its retention or disposition of the Securities, and (b) unless waived by the Borrower, an opinion of counsel for the Holder, which opinion shall be reasonably acceptable to the Borrower, addressed to the Borrower as to the necessity or non-necessity for registration under the Securities Act of 1933, as amended (the "“Securities Act") ”), and applicable state securities laws in connection with respect such Transfer and stating the factual and statutory bases relied upon by counsel. The following provisions shall then apply: (1) If in the opinion of counsel for the Borrower the proposed Transfer of the Securities may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of the Securities shall be entitled to Transfer [all or any portion thereof in accordance with the intended method of disposition specified in the statement delivered by such holder to the transfer Borrower; (2) If in the opinion of such securities. The Holdercounsel for the Borrower the proposed Transfer of the Securities may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, by acceptance the registered holder of this Warrant, the Securities shall not be entitled to Transfer all or any portion thereof until the requisite registration or qualification is effective; and (3) No Transfers shall be permitted hereunder unless the transferee agrees in writing to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this WarrantNote. (b) Each certificate instrument issued upon a Transfer of this Note [(and each instrument evidencing any balance of such Securities not transferred)] shall bear the legend set forth in the Purchase Agreement unless (1) in the opinion of counsel for the Warrant Shares Holder, addressed to the Borrower, the registration of future Transfers is not required by the applicable provisions of the Securities Act and applicable state securities laws, (2) the Borrower shall have waived the requirement of such legend or (3) in the reasonable opinion of counsel to the Borrower, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any shares of capital stock received in respect thereof, whether by reason of a stock split similar or share reclassification thereof, a stock dividend thereon or otherwisesuccessor rule) promulgated under the Securities Act, and each certificate for any such in compliance with applicable state securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERlaws."

Transfer of Securities. Such Investor will not sell or otherwise dispose of any Preferred Stock, Warrants and Notes or Underlying Securities unless (a) This Warrant and the Warrant Shares and any shares of capital stock received in a registration statement with respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of thereto has become effective under the Securities Act of 1933and such Preferred Stock, as amended (the "Warrants and Notes and Underlying Securities Act") and have been qualified under applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate there is presented to the Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Investor (i) to any entity controlled by, or under common control with, such Investor (ii) to a partner or officer of such Investor, (iii) to a partner or officer of the general partner of such Investor, or (iv) to the spouse, lineal descendants, estate, or a trust for the Warrant Shares benefit of any of the foregoing or (an "Investor Affiliate"), provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Investor. Such Investor consents that any transfer agent of the Company may be instructed not to transfer any Preferred Stock, Warrants, Notes or Underlying Securities unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate (or other instrument) representing such securities (and any shares of capital stock received certificates issued in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereofsubstitution therefor) be stamped or otherwise imprinted with a legend in substantially the following formlegend calling attention to the foregoing restrictions on transferability of such shares, stating in substance: "NEITHER THE SECURITIES EVIDENCED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL LAW." The Company shall, upon the request of any holder of Preferred Stock, Warrants or Notes and the surrender of such securities, issue a new stock certificate, Warrants or Note without such legend if (IA) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOthe Note, OR Warrants or stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (IIB) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERsuch holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received Securities may only be transferred, in respect thereofwhole or in part, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance in accordance with the provisions terms and conditions set forth in this Trust Agreement and in the terms of the Securities. To the fullest extent permitted by law, any transfer or purported transfer of any Security not made in accordance with this Trust Agreement shall be null and void. (i) Subject to this Article 7 and to the requirements of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws and blue sky laws, the Trust Preferred Securities shall be freely transferable. (ii) The Holder of the Common Securities may not transfer the Common Securities except (A) in compliance with respect a consolidation, merger, sale, conveyance or lease of the Sponsor in compliance with Article VIII of the Indenture or (B) to the Sponsor or an Affiliate thereof in compliance with applicable law, including the Securities Act and applicable state securities and blue sky laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in the immediately preceding sentence shall be null and void. (c) The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a register (the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Trust Preferred Securities and of transfers of Trust Preferred Securities. The Property Trustee is hereby appointed “Security Registrar” for the purpose of registering Trust Preferred Securities and transfers of Trust Preferred Securities as herein provided. The Property Trustee shall have no responsibility for determining or monitoring whether any transfers meet the requirements of the Securities Act and applicable state securities and blue sky laws. (d) Upon surrender for registration of transfer of any Security at an office or agency of the Trust designated for such purpose, the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount. (e) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Trust shall execute, and in the case of Trust Preferred Securities the Property Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. (f) Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Trust or the Property Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trust and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. (g) No service charge shall be made for any registration of transfer or exchange of Securities, but the Trust may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. (h) If the Securities are to be redeemed in part, the Trust shall not be required (A) to issue, register the transfer of such securities. The Holder, by acceptance or exchange any Securities during a period beginning at the opening of this Warrant, agrees to be bound by business 15 days before the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation day of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason mailing of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees notice of redemption of any such certificate shall Securities selected for redemption under Section 7.4 and ending at the close of business on the day of such mailing, or (unless otherwise permitted by B) to register the provisions hereof) be stamped transfer or otherwise imprinted with a legend exchange of any Security so selected for redemption in substantially whole or in part, except the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERunredeemed portion of any Security being redeemed in part."

Transfer of Securities. Each Purchaser understands and agrees ---------------------- that the Purchased Securities (a) This Warrant and the Warrant Shares and any shares of capital stock received Common Stock issuable upon conversion thereof) have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933and, where applicable, such laws are available. Each Purchaser acknowledges that, except as amended (provided in this Agreement and the "Securities Act") and applicable state securities laws with respect NetSelect Stockholders' Agreement, each Purchaser has no right to require the transfer Company to register any of such securitiesshares. The Holder, by acceptance of this Warrant, Each Purchaser understands and agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and that each certificate for representing any of such securities issued to subsequent transferees of any such certificate shares shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegends: "NEITHER THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR CERTIFICATE IS RESTRICTED BY A STOCK PURCHASE AGREEMENT AND A STOCKHOLDERS' AGREEMENT DATED AS OF AUGUST 21, 1998, COPIES OF WHICH ARE ON FILE AT THE SHARES OFFICES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN APPLICABLE EXEMPTION TO THE COMPANY SHALL HAVE RECEIVED A WRITTEN REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERCORPORATION."" The second legend set forth in this Section 7.11 shall be removed by the Company from any certificate evidencing Securities upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the

Transfer of Securities. (a) This Warrant and the Warrant Shares and You agree that you will not, prior to July 15, 2005 directly or indirectly, sell, pledge, give, bequeath, transfer, assign or in any shares other way whatsoever encumber or dispose of capital stock received (hereinafter collectively called "transfer") any Common Stock or any interest in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereonany Common Stock, or otherwiseany stock certificate representing or any voting trust certificate issued with respect to, any Common Stock, except as provided in herein or as may be specifically authorized by the Board of Directors of BMCA; provided, however, that, subject to Section 11 herein, the restrictions imposed by this Section 4 shall not be transferable except upon compliance with cease and terminate on any date (the provisions "Public Offering Date") on which BMCA or its parent first effects a registration of any of its equity securities (other than pursuant to an employee benefit plan) under the Securities Act of 1933, as amended (the "Securities Act"). The period from the date hereof and ending on the earlier of July 15, 2005 or the Public Offering Date is sometimes hereinafter referred to as the "Restricted Period." (b) and applicable state securities laws with respect If, after July 15, 2005, but prior to the Public Offering Date you desire to sell any of your Common Stock, you must first offer to sell to BMCA such Common Stock at Book Value thereof determined as of the end of the calendar quarter immediately preceding the date on which the offer is made. You must notify BMCA in writing of the amount and class of Common Stock you wish to sell (the "Sale Notice"). Upon receipt of the Sale Notice, BMCA shall have the option, exercisable for 30 days after BMCA receives the Sale Notice (the "Option Period"), to purchase all (but not less than all) of the Common Stock specified in the Sale Notice. The option may be exercised by giving notice to you within the Option Period. If BMCA elects to purchase the Common Stock you have offered prior to the end of the Option Period, it shall be obligated to purchase, and you will be obligated to sell, such Common Stock at the price and on the terms described above, and the closing shall be held within 60 days after the expiration of the Option Period (or if such day is not a business day, on the next succeeding business day) at the principal executive offices of BMCA. If BMCA does not elect to purchase the Common Stock you have offered, and if otherwise permitted under this Agreement, you may, at any time thereafter within a period of 120 days after the expiration of the Option Period, transfer such Common Stock to any third party; provided, however, that in the event you have not so transferred the Common Stock within the 120 day period, then any transfer of such securities. The HolderCommon Stock shall thereafter again be subject to all of the restrictions contained in this Section 4. (c) Notwithstanding anything to the contrary contained herein, by acceptance of this Warrant, you agree that you will not transfer any Common Stock except in compliance with the Act. (d) BMCA agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against that it will not transfer on its books any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof certificate for Common Stock in violation of the provisions of this WarrantAgreement. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant The Purchaser understands and agrees that the Warrant Shares Securities have not been registered under the Securities Act or the securities laws of any state and any shares that they may be sold or otherwise disposed of capital stock received in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933and, as amended (the "Securities Act") and applicable state securities where applicable, such laws with respect to the transfer of such securitiesare available. The HolderPurchaser acknowledges that, by acceptance of this Warrantexcept as provided in the Registration Rights Agreement, agrees the Purchaser has no right to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless require the Company against any loss to register the Securities. The Purchaser understands and agrees that each Note or liability arising from certificate representing the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate Securities shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegends: "NEITHER [THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE CERTIFICATE HAVE] [THIS NOTE HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE AN APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER REQUIREMENTS OF SUCH SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS." (b) The requirement that the above securities legend be placed upon any Note or any certificate representing the Securities shall cease and terminate when such securities are transferred in any transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, a "no-action" letter from the staff of the Commission, or a representation letter from such seller, addressed to the Company, in each case, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates or instruments containing such legend, shall, at its own expense, deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates or instruments evidencing such securities not bearing such legend.

Transfer of Securities. Such Noteholder will not sell or otherwise dispose of the Preferred Shares unless (a) This Warrant and the Warrant Shares and any shares of capital stock received in a registration statement with respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of thereto has become effective under the Securities Act of 1933, as amended (the "Securities Act") and such Preferred Shares have been qualified under applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate there is presented to the Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Noteholder (i) to any entity controlled by, or under common control with, such Noteholder (ii) to a partner or officer of such Noteholder, (iii) to a partner or officer of the general partner of such Noteholder, or (iv) to the spouse, lineal descendants, estate, or a trust for the Warrant benefit of any of the foregoing, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Noteholder. Such Noteholder consents that any transfer agent of the Company may be instructed not to transfer any Preferred Shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such shares (and any shares of capital stock received certificates issued in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereofsubstitution therefor) be stamped or otherwise imprinted with a legend in substantially the following formlegend calling attention to the foregoing restrictions on transferability of such shares, stating in substance: "NEITHER THE SECURITIES EVIDENCED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL LAW." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (IA) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOthe stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, OR or (IIB) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERsuch holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. (a) This Warrant On April 1, 2014, the GSEs shall deliver the Selected Covered Securities to the Receiving Entity as provided for in this Paragraph. Promptly following their receipt of the Settlement Payment, the GSEs shall individually or collectively transmit all of the Selected Covered Securities to the Depository Trust Company (“DTC”) using “Free Delivery” instructions to the DTC box and account of the Warrant Shares and any shares of capital stock received Receiving Entity that is specified in respect thereofConfidential Exhibit J, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance in accordance with the provisions rules of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this WarrantDTC. (b) Each certificate On April 1, 2014, the GSEs shall deliver the Additional Securities to the Receiving Entity as provided for in this Paragraph. Promptly following their receipt of the Warrant Shares Settlement Payment, the GSEs shall individually or collectively transmit all of the Additional Securities to the DTC using “Free Delivery” instructions to the DTC box and account of the Receiving Entity that is specified in Confidential Exhibit J, in accordance with the rules of the DTC. (c) The FHFA Parties, jointly and severally, hereby represent and warrant that the GSEs own the Selected Covered Securities and the Additional Securities, that none of the Selected Covered Securities or the Additional Securities are subject to any shares claim or lien of capital stock received any kind and that, upon the transfers set forth in Subparagraphs 3(a) and 3(b), such Selected Covered Securities and Additional Securities will be owned by the Receiving Entity free and clear of any lien or claim of any kind. (d) Beginning on April 27, 2014, BAC and the FHFA Parties will cooperate in good faith to mutually determine, as promptly as reasonably practicable (and in any event not later than May 1, 2014), the aggregate amount of distributions of principal in respect thereofof the Selected Covered Securities and the Additional Securities actually distributed on or after February 26, whether 2014, to record holders of the Selected Covered Securities and the Additional Securities as of such date (such amount, the “Distribution Amount”). On May 2, 2014, the FHFA Parties will pay the Distribution Amount to BAC or an affiliate of BAC designated by reason BAC by wire transfer of immediately available funds in accordance with such payment instructions as BAC shall provide to the FHFA Parties. In the event that on or after April 27, 2014 a distribution of principal is made in respect of any Selected Covered Securities or Additional Securities in respect of a stock split or share reclassification thereofrecord date between February 26, a stock dividend thereon or otherwise2014, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933April 1, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."2014

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 5 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "Legend for Warrant Shares or other shares of capital stock: NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant The Purchaser understands and agrees that the Warrant Shares Securities have not been registered under the Securities Act or the securities laws of any state and any shares that they may be sold or otherwise disposed of capital stock received in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securitiesare available. The HolderPurchaser acknowledges that, by acceptance of this Warrantexcept as provided in the Registration Rights Agreement, agrees the Purchaser has no right to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless require the Company against any loss to register the Securities. The Purchaser understands and agrees that each Note or liability arising from certificate representing the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate Securities shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegends: "NEITHER [THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE CERTIFICATE HAVE] [THIS NOTE HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE AN APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER REQUIREMENTS OF SUCH SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS." (b) The requirement that the above securities legend be placed upon any Note or any certificate representing the Securities shall cease and terminate when such securities are transferred in any transaction if the transferee delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, a "no-action" letter from the staff of the Commission, or a representation letter from such transferee, addressed to the Company, in each case, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates or instruments containing such legend, shall, at its own expense, deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates or instruments evidencing such securities not bearing such legend.

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not only be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "“Securities Act"”) and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."”

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. Notwithstanding the foregoing, it is acknowledged that Holder may transfer the Warrants to its members, provided that prior to doing so, it will provide the Company with a legal opinion that such transfer is a private placement. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant The Purchasers understand and agree that the Warrant Shares Securities have not been registered under the Securities Act or the securities laws of any state and any shares that they may be sold or otherwise disposed of capital stock received only in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act and, where applicable, such laws are, in the opinion of 1933, as amended (the "Securities Act") and applicable state securities laws with respect counsel reasonably satisfactory to the transfer Company, a copy of which opinion shall be delivered to the Company in connection with any such securitiessale or other disposition, available. The HolderPurchasers acknowledge that, by acceptance of this Warrantexcept as provided in the Registration Rights Agreement, agrees the Purchasers have no right to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless require the Company against any loss to register the Securities. The Purchasers understand and agree that each Note or liability arising from certificate representing the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate Securities shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegend: "NEITHER [THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE CERTIFICATE HAVE] [THIS NOTE HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT THE TRANSACTION PURSUANT TO WHICH SUCH [SECURITIES/NOTES] WILL BE OFFERED FOR SALE OR OTHERWISE DISPOSED OF IS SUBJECT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION UNDER REQUIREMENTS OF SUCH SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") ), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 8 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon thereon, or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR (II) THE COMPANY SHALL HAVE RECEIVED IN A WRITTEN TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERISSUER."

Transfer of Securities. (a) This Warrant Purchaser understands and agrees ---------------------- that the shares of Series D Preferred Stock (and the Warrant Shares and any shares of capital stock received Common Stock issuable upon conversion thereof) have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933and, where applicable, such laws are available. Purchaser acknowledges that, except as amended (provided in this Agreement, Purchaser has no right to require the "Securities Act") and applicable state securities laws with respect Company to the transfer register any of such securitiesshares. The Holder, by acceptance of this Warrant, Purchaser understands and agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and that each certificate for representing any of such securities issued to subsequent transferees of any such certificate shares shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegends: "NEITHER THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR CERTIFICATE IS RESTRICTED BY A STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 31, 1997, A COPY OF WHICH IS ON FILE AT THE SHARES OFFICES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN APPLICABLE EXEMPTION TO THE COMPANY SHALL HAVE RECEIVED A WRITTEN REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERCORPORATION."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "Legend for Warrant Shares or other shares of capital stock: NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE HEREOFHAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE II)THE COMPANY SHALL HAVE SHALLHAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN 1N CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") ), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 8 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon thereon, or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR “THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR (II) THE COMPANY SHALL HAVE RECEIVED IN A WRITTEN TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERISSUER."” (c) The Company shall comply with the reporting requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, as amended, and shall comply with all public information reporting requirements of the Securities Exchange Commission (the “Commission”) (including Rule 144 promulgated by the Commission under the Securities Act) from time to time in effect and relating to the availability of an exemption from the Securities Act for the sale of any securities issuable upon exercise of this Warrant. The Company shall also cooperate with the Holder in supplying such information as may be necessary for the Holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of Common Stock or any other securities issuable upon exercise of this Warrant. (d) The legend set forth in Section 8(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the Common Stock or any other securities issuable upon exercise of this Warrant upon which it is stamped, if (i) such securities are sold or transferred pursuant to an effective registration statement permitting such resale, (ii) the Common Stock or such other securities are sold or transferred pursuant to Rule 144 (if the transferor is not an affiliate of the Company), or (iii) the Common Stock or such other securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such securities and without volume or manner-of-sale restrictions and, in the case of clause (ii) or (iii), the Holder provides to the Company and its transfer agent an opinion of counsel reasonably satisfactory in form and substance to the Company, to the effect that such a sale, transfer, or assignment would not violate the Securities Act or applicable state securities laws.

Transfer of Securities. With respect to each Husky Common Shareholder and each Husky Preferred Shareholder, in each case other than Dissenting Shareholders, immediately before the Effective Time, upon the exchange of Husky Common Shares for Cenovus Common Shares and Cenovus Warrants and the exchange of Husky Preferred Shares for Cenovus Preferred Shares pursuant to Section 2.4(c) and Section 2.4(b), respectively: (a) This Warrant such Husky Common Shareholder shall cease to a holder of the Husky Common Shares so transferred and to have any rights as a Husky Common Shareholder other than the Warrant right to receive the number of Cenovus Common Shares and any shares of capital stock received Cenovus Warrants issuable to such holder on the basis set forth in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant.2.4(c); (b) Each certificate for such Husky Preferred Shareholder shall cease to be a holder of the Warrant Husky Preferred Shares so transferred and to have any rights as a Husky Preferred Shareholder other than the right to receive the number of Cenovus Preferred Shares issuable to such holder on the basis set forth in Section 2.4(b); (c) such holder's name shall be removed from the applicable register or registers of holders of Husky Common Shares or Husky Preferred Shares, as applicable, maintained by or on behalf of Husky as it relates to the Husky Common Shares or the Husky Preferred Shares, as applicable, so transferred; (d) Cenovus shall become the transferee (free and clear of all Encumbrances) of the Husky Common Shares or the Husky Preferred Shares, as applicable, so transferred and shall be added to the register or registers of holders of Husky Common Shares or Husky Preferred Shares, as applicable, maintained by or on behalf of Husky; and (e) Cenovus shall cause to be issued and delivered the consideration issuable and deliverable to such Husky Common Shareholder or Husky Preferred Shareholder, as applicable, and, in particular, Cenovus shall allot and issue to: (i) such Husky Common Shareholder the number of Cenovus Common Shares and any shares Cenovus Warrants issuable to such holder on the basis set forth in Section 2.4(c), and such Husky Common Shareholder's name shall be added to the applicable register or registers of capital stock received holders of Cenovus Common Shares and Cenovus Warrants maintained by or on behalf of Cenovus in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwisesuch issued Cenovus Common Shares and Cenovus Warrants; and (ii) such Husky Preferred Shareholder the number of Cenovus Preferred Shares issuable to such holder on the basis set forth in Section 2.4(b), and each certificate for any such securities Husky Preferred Shareholder's name shall be added to the register or registers of holders of Cenovus Preferred Shares maintained by or on behalf of Cenovus in respect of such issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERCenovus Preferred Shares."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "“Securities Act"”) and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 3 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."”

Transfer of Securities. (a) This Warrant The Purchaser understands and agrees that the Warrant New Shares have not been registered under the Securities Act or the securities laws of any state and any shares that they may only be sold or otherwise disposed of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with state and federal securities laws and as set forth herein. The Purchaser understands and agrees that each certificate representing the provisions New Shares (other than New Shares which have been transferred in a transaction registered under the Securities Act or exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect pursuant to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof Rule 144 thereunder or any interest in either thereof in violation of the provisions of this Warrant. (bsimilar rule or regulation) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegend: "NEITHER “THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE AN APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER REQUIREMENTS OF SUCH SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS."” and the Purchaser agrees to transfer the New Shares only in accordance with the provisions of such legend and as set forth herein. The foregoing legend shall be removed from any New Shares or from the certificates representing such New Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to an effective Registration Statement or Rule 144. Notwithstanding the foregoing and subject to compliance with any applicable securities laws, the Purchaser may sell, transfer, assign, pledge or otherwise dispose of the New Shares, in whole or in part, to any of their Associated Companies or the Company. Subject to compliance with any applicable securities laws and the conditions set forth in this Section 10.9, if a Purchaser wishes to transfer New Shares, at Purchaser’s request, and subject to the delivery by Purchaser of such documentation as may be reasonably requested by the Company or its counsel, the Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent if required by the Company’s transfer agent to effect a transfer of any of the New Shares.

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received Securities may only be transferred, in respect thereofwhole or in part, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance in accordance with the provisions terms and conditions set forth in this Trust Agreement and in the terms of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the Securities. Any transfer or purported transfer of such securities. The Holder, by acceptance of any Security not made in accordance with this Warrant, agrees to Trust Agreement shall be bound by the provisions of Section 4 hereof null and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrantvoid. (b) Each certificate Subject to this Article IX, Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Preferred Securities, and upon submission by the transferor of a duly executed Transfer Certificate, in the form attached hereto as Exhibit B and, upon transfer to an Accredited Investor, a letter in the form of Exhibit C hereto. If a Holder that is a Qualified Institutional Buyer has an interest in a Global Preferred Security and wishes to transfer its interest therein to an Accredited Investor that is not a Qualified Institutional Buyer, such Accredited Investor transferee must take delivery of such interest in the form of an interest in a Definitive Preferred Security, and the Property Trustee shall effect the transfer in accordance with the procedures set forth in this Article IX and shall make the appropriate adjustment on its books and records and on the Preferred Security Ownership Interest Table set forth as Schedule A to the Global Preferred Security. If an Accredited Investor or Qualified Institutional Buyer who is the holder of a Definitive Preferred Security wishes to transfer their interest therein to a Qualified Institutional Buyer, and such Qualified Institutional Buyer wishes to take delivery of such interest in the form of a Global Preferred Security and the Administrative Trustees approve in writing the delivery as a Global Preferred Security, the Property Trustee shall effect the transfer in accordance with the procedures set forth in this Article IX, and shall make the appropriate adjustment on its books and records and on the Preferred Security Ownership Interest Table set forth as Schedule A to the Global Preferred Security. (c) Subject to Section 3.15, the Depositor and any Related Party may only transfer the Common Securities to the Depositor or a Related Party after the delivery to the Property Trustee of an Officers' Certificate certifying that the transferee is either the Depositor or a Related Party. (d) The Property Trustee shall provide for the Warrant Shares registration of Securities and any shares of capital stock received the transfer of Securities, which will be effected without charge but only upon payment (with such indemnity as the Property Trustee may require) in respect thereofof any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Securities, whether the Administrative Trustees shall execute and the Property Trustee shall cause one or more new Securities to be issued in the name of the designated transferee or transferees. Every Security surrendered for registration of transfer shall be accompanied by reason a written instrument of transfer in form satisfactory to the Property Trustee duly executed by the Holder or such Holder's attorney duly authorized in writing. Each Security surrendered for registration of transfer shall be delivered to the Property Trustee and canceled in accordance with Section 7.10. A transferee of a stock split or share reclassification thereofSecurity shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Security. By acceptance of a Security, a stock dividend thereon or otherwise, and each certificate for any such securities issued transferee shall be deemed to subsequent transferees of any such certificate shall (unless otherwise permitted have agreed to be bound by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERthis Trust Agreement."

Transfer of Securities. 5.1 Transferability (a) This Warrant and Any Investor may Transfer all or any part of the Warrant Shares and any shares of capital stock received Senior Preferred held by such Investory to any Person provided one of the three following conditions is satisfied: (i) the Person duly executes and delivers an Assumption Agreement; (ii) the Company has fully exercised its Redemption Right pursuant to Section 5.2 or the Redemption Right has otherwise expired; or (iii) the aggregate Liquidation Price of all Initial Purchaser Shares that remain in respect thereofPurchaser's possession immediately following such Transfer will equal or exceed $30,000,000. The foregoing notwithstanding, whether by reason no Transfer will be permitted (other than pursuant to a Public Offering) pursuant to clause (i), (ii) or (iii) unless in connection therewith the Company has been furnished an opinion of a stock split or share reclassification thereofsuch Investor’s counsel (which counsel shall be reasonable acceptable to the Company, a stock dividend thereonprovided, or otherwisethat any law firm having at least 100 lawyers, including associates and partners, shall be deemed acceptable, “Counsel”) to the effect that such Transfer is exempt from or not be transferable except upon compliance with subject to the provisions registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for In the Warrant Shares and event of any purported Transfer by any Investor of any shares of capital stock received in respect thereofSenior Preferred not permitted by Section 5.1(a), whether by reason such purported Transfer will be void and of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, no effect and each the Company will not give effect to such Transfer. (c) Each certificate for any such securities representing shares of Senior Preferred issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with Investor will bear a legend in on the face thereof substantially to the following form: "NEITHER THIS WARRANT NOR effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law) (the “Legend”): “THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT BETWEEN THE COMPANY AND (INVESTOR), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT.” “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR ANY OTHER APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (Ii) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOa Transfer permitted by Section 5.1(a) and in which the Transferee is not required to enter into an Assumption Agreement or (ii) the termination of this Article V pursuant to the terms of this Agreement; provided, OR however, that the second paragraph of such Legend will only be removed if at such time a legal opinion from counsel to the Transferee shall have been obtained to the effect that such legend is no longer required for purposes of applicable securities laws. In connection with the foregoing, the Company agrees that, if the company is required to file reports under the Exchange Act, for so long as and to the extent necessary to permit any Investor to sell the Securities pursuant to Rule 144, the Company will use its reasonable best efforts to file, on a timely basis, all reports required to be filed with the SEC by it pursuant to Section 13 of the Exchange Act, furnish to the Investors upon request a written statement as to whether the Company has complied with such reporting requirements during the 12 months preceding any proposed sale under Rule 144 and otherwise use its reasonable best efforts to permit such sales pursuant to Rule 144. 5.2 The Company, at any time, at it sole option, may, upon 15 business days prior notice to Investors, redeem from Investors, on a pro-rata basis according to the number of shares of Senior Preferred then held by them, up to an aggregate number of shares of Senior Preferred held by such Investors having an aggregate Liquidation Price of $30 million (IIthe “Redemption Right”). The purchase price per share of Senior Preferred payable to Investors upon any exercise by the Company of its Redemption Right (the “Redemption Price”) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERshall be determined as follows: (a) The Company, at any time, at it sole option, may, upon 15 business days prior notice to Investors, redeem from Investors, on a pro-rata basis according to the number of shares of Senior Preferred then held by them, up to an aggregate number of shares of Senior Preferred held by such Investors having an aggregate Liquidation Price of $30 million (the “Redemption Right”). The purchase price per share of Senior Preferred payable to Investors upon any exercise by the Company of its Redemption Right (the “Redemption Price”) shall be determined as follows: (i) until the first anniversary of the Effective Date, the Redemption Price will be 100% of the Liquidation Price plus accrued and unpaid dividends on the Senior Preferred to the date of payment; (ii) thereafter, until the second anniversary of the Effective Date, the Redemption Price will be 101% of the Liquidation Price plus accrued and unpaid dividends on the Senior Preferred to the date of payment; (iii) thereafter, until the third anniversary of the Effective Date, the Redemption Price will be 102% of the Liquidation Price plus accrued and unpaid dividends on the Senior Preferred to the date of payment; and (iv) thereafter, until the fourth anniversary of the Effective Date, the Redemption Price will be 103% of the Liquidation Price plus accrued and unpaid dividends on the Senior Preferred to the date of payment." (b) Any notice of redemption given pursuant to Section 5.2(a) (“Redemption Notice”) will be given in writing by the Company by first class mail, postage prepaid, to the Investors by the Board at each such Investor’s address as it appears on the stock books of the Company, provided, that no failure to give such notice nor any deficiency therein will affect the validity of the procedure for redemption of any shares of Senior Preferred except as to the Investor or Investors to whom the Company has failed to give such notice or whose notice was defective. The Redemption Notice will state: (i) the applicable Redemption Price; (ii) the total number of shares of Senior Preferred being redeemed; (iii) the date fixed for redemption by the Board (the “Redemption Date”); (iv) the place or places and manner in which each Investor is to surrender his or her certificate(s) to the Company; and (v) that dividends on the shares of Senior Preferred to be redeemed will cease to accumulate on the Redemption Date unless the Company defaults on the Redemption Price. (c) Upon surrender of the certificate(s) representing shares of Senior Preferred that are the subject of redemption pursuant to Section 5.2(a), duly endorsed (or otherwise in proper form for transfer, as determined by the Company), in the manner and at the place designated in the Redemption Notice and on the Redemption Date, the full Redemption Price for such shares will be paid in cash to the Person whose name appears on such certificate(s) as the owner thereof, and each surrendered certificate will be canceled and retired (d) In accordance with the Restated Articles, on and after the Redemption Date, unless the Company defaults in the payment in full of the applicable Redemption Price, dividends on the Senior Preferred to be redeemed will cease to accumulate, and all rights of the holders thereof will terminate with respect thereto on the Redemption Date, other than the right to receive the Redemption Price.

Transfer of Securities. (a) This Warrant and The Investor agrees not to make any disposition of all or any portion of the Warrant Shares and Registrable Securities for a period of ninety (90) days commencing on the Completion Date. Thereafter, the Investor may make dispositions of all or any shares portion of capital stock received the Registrable Securities, if (A) there is then in respect thereof, whether by reason of effect a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement or (B) such Investor shall have notified the Company of 1933the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, as amended (and if requested by the "Company, such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received representing Registrable Securities shall, except as otherwise provided in respect thereofthis Section 2, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): "NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, AS AMENDEDSOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II2) THE COMPANY SHALL HAVE RECEIVED A WRITTEN AN OPINION OF COUNSEL ACCEPTABLE REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS INVESTOR RIGHTS AGREEMENT DATED FEBRUARY 12, 2001, A COPY OF WHICH IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERAVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY OR MAY BE AVAILABLE UPON REQUEST." (c) Upon request of the Investor of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such Investor a new certificate therefor free of any transfer legend, if (i) there is an effective Registration Statement covering the securities represented by such certificate, or (ii) the Investor shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that Registrable Securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend. (d) Any legend endorsed on any Registrable Securities pursuant to applicable state securities laws and any stop-transfer instructions with respect to any Registrable Securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Transfer of Securities. (a) This Warrant Each Purchaser understands and agrees that the Warrant Shares Securities have not been registered under the Securities Act or the securities laws of any state and any shares that they may only be sold or otherwise disposed of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with state and federal securities laws. Each Purchaser understands and agrees that each certificate representing the provisions Securities (other than Securities which have been transferred in a transaction registered under the Securities Act or exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect pursuant to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof Rule 144 thereunder or any interest in either thereof in violation of the provisions of this Warrant. (bsimilar rule or regulation) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegend: "NEITHER “THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE AN APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER REQUIREMENTS OF SUCH SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS."” and such Purchaser agrees to transfer the Securities only in accordance with the provisions of such legend. The foregoing legend shall be removed from any Securities or from the certificates representing such Securities, at the request of the holder thereof, at such time as they become eligible for resale pursuant to an effective Registration Statement or Rule 144. Notwithstanding the foregoing and subject to compliance with any applicable securities laws, Purchasers may sell, transfer, assign, pledge or otherwise dispose of the Securities, in whole or in part, to any of its Associated Companies or the Company. Subject to compliance with any applicable securities laws and the conditions set forth in this Section 10.9, if a Purchaser wishes to transfer Securities, at such Purchaser’s request, and subject to the delivery by such Purchaser of such documentation as may be reasonably requested by the Company or its counsel, the Company shall cause its counsel to issue a legal opinion to the Company’s transfer agent if required by the Company’s transfer agent to effect a transfer of any of the Securities.

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") ), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "Legend for Warrant Shares or other shares of capital stock: NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Each Holder, by acceptance of a Warrant Certificate, covenants and agrees that it is acquiring the Warrants evidenced thereby, and, upon exercise thereof, the Warrant Shares Securities, for its own account as an investment and any shares of capital stock received in respect not with a view to distribution thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall . The Warrant Securities have not be transferable except upon compliance with the provisions of been registered under the Securities Act of 1933, as amended (the "Securities Act") and applicable ), or any state securities laws with respect and no transfer of any Warrant Securities shall be permitted unless the Company has received notice of such transfer, at the address of its principal office set forth in Section 3.1 hereof, in the form of assignment attached hereto, accompanied by an opinion of counsel reasonably satisfactory to the transfer Company that an exemption from registration of such securitiesWarrant Securities under the Act is available for such transfer. The HolderUpon any exercise of the Warrants, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against certificates representing any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate Securities shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegend: "NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER FEDERAL AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOLAWS, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN AN OPINION OF COUNSEL ACCEPTABLE FOR THE REGISTERED HOLDER SATISFACTORY TO COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS. Any purported transfer of any Warrants, Warrant Shares or Warrant Securities not in compliance with the provisions of this Section 4 shall be null and void."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "“Securities Act") ”), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant8 hereof. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon thereon, or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."”

Transfer of Securities. (a) This Warrant Each Purchaser understands ---------------------- and agrees that the shares of Series C Preferred Stock and Series D Preferred Stock (and the Warrant Shares and any shares of capital stock received Common Stock issuable upon conversion thereof) have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933and, where applicable, such laws are available. Each Purchaser acknowledges that, except as amended (provided in the "Securities Act") and applicable state securities laws with respect Registration Rights Agreement, such Purchaser has no right to require the transfer Company to register any of such securitiesshares. The Holder, by acceptance of this Warrant, Each Purchaser understands and agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and that each certificate for representing any such securities issued to subsequent transferees of any such certificate its shares shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegends: "NEITHER THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR CERTIFICATE IS RESTRICTED BY A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 13, 1999, A COPY OF WHICH IS ON FILE AT THE SHARES OFFICES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN APPLICABLE EXEMPTION TO THE COMPANY SHALL HAVE RECEIVED A WRITTEN REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF IN FORM AND FROM COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERCORPORATION."

Transfer of Securities. (a) This Warrant The Purchaser understands and agrees that the Warrant Shares Securities have not been registered under the Securities Act or the securities laws of any state and any shares that they may be sold or otherwise disposed of capital stock received only in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933and, as amended (the "Securities Act") and applicable state securities where applicable, such laws with respect to the transfer of such securitiesare available. The HolderPurchaser acknowledges that, by acceptance of this Warrantexcept as provided in the Registration Rights Agreement, agrees the Purchaser has no right to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless require the Company against any loss to register the Securities. The Purchaser understands and agrees that each Note or liability arising from certificate representing the disposition of this Warrant or Securities shall bear legends substantially in the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following formform as follows: "NEITHER [THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE CERTIFICATE HAVE] [THIS NOTE HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." "THE TRANSFER OF [THE SECURITIES REPRESENTED BY THIS CERTIFICATE] [THIS NOTE] IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "IN ADDITION TO THE RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT BETWEEN KXXXXX'X FURNITURE, INC. AND GENERAL ELECTRIC CAPITAL CORPORATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT BY AND AMONG KXXXXX'X FURNITURE, INC. AND THE STOCKHOLDERS PARTIES THERETO, OR (II) A COPY OF WHICH IS ON FILE IN THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OFFICES OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERCORPORATION."

Transfer of Securities. Such Investor will not sell or otherwise dispose of any Series E Preferred Stock and Warrants or Underlying Securities unless (a) This Warrant and the Warrant Shares and any shares of capital stock received in a registration statement with respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of thereto has become effective under the Securities Act of 1933, as amended (the "and such Series E Preferred Stock and Warrants and Underlying Securities Act") and have been qualified under applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate there is presented to the Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Investor (i) to any entity controlled by, or under common control with, such Investor, (ii) to a shareholder, partner or officer of such Investor, (iii) to a shareholder, partner or officer of the general partner of such Investor, (iv) to the spouse, lineal descendants, estate or a trust or for the Warrant Shares benefit of any of the foregoing or (v) by operation of law, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Investor. Such Investor consents that any transfer agent of the Company may be instructed not to transfer any Series E Preferred Stock and Warrants or Underlying Securities unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate (or other instrument) representing such securities (and any shares of capital stock received certificates issued in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereofsubstitution therefor) be stamped or otherwise imprinted with a legend in substantially the following formlegend calling attention to the foregoing restrictions on transferability of such shares, stating in substance: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A IN THE ABSENCE OF SUCH REGISTRATION STATEMENT OR ANY EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOLAWS, OR (II) IF APPLICABLE. THE COMPANY SHALL HAVE RECEIVED COMPANY, PRIOR TO PERMITTING A WRITTEN TRANSFER OF THESE SECURITIES, MAY REQUIRE AN OPINION OF COUNSEL ACCEPTABLE OR OTHER ASSURANCES SATISFACTORY TO THE COMPANY IT AS TO THE EFFECT THAT REGISTRATION UNDER COMPLIANCE WITH OR EXEMPTION FROM SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS" The Company shall, upon the request of any holder of Series E Preferred Stock, Warrants or Underlying Securities and the surrender of such securities, issue a new stock certificate and Warrants without such legend if (A) the Warrants or stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. Each Purchaser understands and agrees ---------------------- that the Purchased Shares (a) This Warrant and the Warrant Shares and any shares of capital stock received Common Stock issuable upon conversion thereof) have not been registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933and, where applicable, such laws are available. Each Purchaser acknowledges that, except as amended (provided in this Agreement and the "Securities Act") and applicable state securities laws with respect NetSelect Stockholders' Agreement, each Purchaser has no right to require the transfer Company to register any of such securitiesshares. The Holder, by acceptance of this Warrant, Each Purchaser understands and agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and that each certificate for representing any of such securities issued to subsequent transferees of any such certificate shares shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegends: "NEITHER THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR CERTIFICATE IS RESTRICTED BY A STOCK PURCHASE AGREEMENT AND A STOCKHOLDERS' AGREEMENT DATED AS OF APRIL 9, 1999, COPIES OF WHICH ARE ON FILE AT THE SHARES OFFICES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN APPLICABLE EXEMPTION TO THE COMPANY SHALL HAVE RECEIVED A WRITTEN REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERCORPORATION."" The second legend set forth in this Section 7.11 shall be removed by the Company from any certificate evidencing Securities upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Securities. The Company shall waive the requirement of such a legal opinion for customary transfers made pursuant to Rule 144 of the Exchange Act.

Transfer of Securities. (a) This Warrant Each Purchaser understands and agrees that the Warrant Shares Securities have not been registered under the Securities Act or the securities laws of any state and any shares that they may be sold or otherwise disposed of capital stock received in respect thereofone or more transactions registered under the Securities Act and, whether by reason of a stock split where applicable, such laws or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with transactions as to which an exemption from the provisions registration requirements of the Securities Act of 1933and, where applicable, such laws are available. Each Purchaser acknowledges that, except as amended (provided in the "Securities Act") and applicable state securities laws with respect Registration Rights Agreement, the Purchaser has no right to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless require the Company against any loss or liability arising from to register the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Securities. Each certificate for the Warrant Shares Purchaser understands and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and agrees that each certificate for any such securities issued to subsequent transferees of any such certificate representing the Securities shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially bear the following formlegends: "NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE AN APPLICABLE EXEMPTION TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER REQUIREMENTS OF SUCH SECURITIES ACT AND OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERLAWS." (b) The requirement that the above securities legend be placed upon any certificate representing the Securities shall cease and terminate when such securities are transferred in any transaction if the seller delivers to the Company an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Company, a "no-action" letter from the staff of the Commission, or a representation letter from such seller, addressed to the Company, in each case, to the effect that such legend is no longer necessary in order to protect the Company against a violation by it of the Securities Act upon any sale or other disposition of such securities without registration thereunder. Upon the consummation of any event requiring the removal of a legend hereunder, the Company, upon the surrender of certificates or instruments containing such legend, shall, at its own expense, deliver to the holder of any such securities as to which the requirement for such legend shall have terminated, one or more new certificates or instruments evidencing such securities not bearing such legend.

Transfer of Securities. (a) This Warrant Prior to any sale, assignment, transfer, pledge, hypothecation or other disposition of these Securities or of any legal or beneficial interest herein (a “Transfer”), the Holder shall give written notice to the Borrower of the Holder’s intention to effect such Transfer and the Warrant Shares and any shares of capital stock received to comply in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance all other respects with the provisions of this Section 11. Each such notice shall contain (a) a statement setting forth the intention of the Holder’s prospective transferee with respect to its retention or disposition of the Securities, and (b) unless waived by the Borrower, an opinion of counsel for the Holder, which opinion shall be reasonably acceptable to the Borrower, addressed to the Borrower as to the necessity or non-necessity for registration under the Securities Act of 1933, as amended (the "“Securities Act") ”), and applicable state securities laws in connection with respect such Transfer and stating the factual and statutory bases relied upon by counsel. The following provisions shall then apply: (1) If in the opinion of counsel for the Borrower the proposed Transfer of the Securities may be effected without registration or qualification under the Securities Act and any applicable state securities laws, then the registered holder of the Securities shall be entitled to Transfer [all or any portion thereof in accordance with the intended method of disposition specified in the statement delivered by such holder to the transfer Borrower; (2) If in the opinion of such securities. The Holdercounsel for the Borrower the proposed Transfer of the Securities may not be effected without registration under the Securities Act or registration or qualification under any applicable state securities laws, by acceptance the registered holder of this Warrant, the Securities shall not be entitled to Transfer all or any portion thereof until the requisite registration or qualification is effective; and (3) No Transfers shall be permitted hereunder unless the transferee agrees in writing to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this WarrantNote. (b) Each certificate instrument issued upon a Transfer of this Note [(and each instrument evidencing any balance of such Securities not transferred)] shall bear the legend set forth in the Purchase Agreement unless (1) in the opinion of counsel for the Warrant Shares Holder, addressed to the Borrower, the registration of future Transfers is not required by the applicable provisions of the Securities Act and applicable state securities laws, (2) the Borrower shall have waived the requirement of such legend or (3) in the reasonable opinion of counsel to the Borrower, such Transfer shall have been made in connection with an effective registration statement filed pursuant to the Securities Act or in compliance with the requirements of Rule 144 or Rule 144A (or any shares of capital stock received in respect thereof, whether by reason of a stock split similar or share reclassification thereof, a stock dividend thereon or otherwisesuccessor rule) promulgated under the Securities Act, and each certificate for any such in compliance with applicable state securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERlaws."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Repricing Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 hereof 6 and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Repricing Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Repricing Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant is personal to the Holder and may not be transferred or assigned without the Company’s prior written consent. Any purported transfer or assignment in violation of the immediately preceding sentence will be void and of no effect. In addition, this Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, thereof (whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall ) are not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "“Securities Act") ”), and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section Sections 4 and 5 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the any attempted disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) will be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SHARES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL LAWS. (Ic) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOThe Company shall have the right at any time and from time to time to require the Holder to become a party to such stockholders, OR buy-sell, right of first refusal or other agreement or agreements restricting the transfer, voting, purchase or repurchase of the Warrant Shares to which all other stockholders of the Company are a party or are required to become a party as the Company deems appropriate under the circumstances. Each certificate of the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate (IIunless otherwise permitted by the provisions hereof) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERwill be stamped or otherwise imprinted with a legend as required by the applicable agreement."

Transfer of Securities. Such Preferred Stockholder will not sell or otherwise dispose of the Shares unless (a) This Warrant and the Warrant Shares and any shares of capital stock received in a registration statement with respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of thereto has become effective under the Securities Act of 1933, as amended (the "Securities Act") and such Shares have been qualified under applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate there is presented to the Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Preferred Stockholder (i) to any entity controlled by, or under common control with, such Preferred Stockholder (ii) to a partner or officer of such Preferred Stockholder, (iii) to a partner or officer of the general partner of such Preferred Stockholder, or (iv) to the spouse, lineal descendants, estate, or a trust for the Warrant benefit of any of the foregoing, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Preferred Stockholder. Such Preferred Stockholder consents that any transfer agent of the Company may be instructed not to transfer any Shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such shares (and any shares of capital stock received certificates issued in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereofsubstitution therefor) be stamped or otherwise imprinted with a legend in substantially the following formlegend calling attention to the foregoing restrictions on transferability of such shares, stating in substance: "NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH REGARD THERETORESPECT TO THE SECURITIES EVIDENCED BY THIS CERTIFICATE, OR (II) UNLESS THE COMPANY SHALL HAVE RECEIVED A WRITTEN RECEIVES AN OPINION OF COUNSEL ACCEPTABLE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERREQUIRED."" The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. (a) This Warrant and the Warrant Repricing Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and applicable state securities laws with respect to the transfer of such securities. The HolderHolder of this Warrant, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Repricing Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Repricing Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "Legend for Repricing Shares or other shares of capital stock: NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received Securities may only be transferred, in respect thereofwhole or in part, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance in accordance with the provisions terms and conditions set forth in this Trust Agreement and in the terms of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the Securities. Any transfer or purported transfer of such securities. The Holder, by acceptance of any Security not made in accordance with this Warrant, agrees to Trust Agreement shall be bound by the provisions of Section 4 hereof null and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrantvoid. (b) Each certificate Subject to this Article IX, Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement and in the terms of the Preferred Securities, and upon submission by the transferor of a duly executed Transfer Certificate, in the form attached hereto as Exhibit B and, upon transfer to an Accredited Investor, a letter in the form of Exhibit C hereto. If a Holder that is a Qualified Institutional Buyer has an interest in a Global Preferred Security and wishes to transfer its interest therein to an Accredited Investor that is not a Qualified Institutional Buyer, such Accredited Investor transferee must take delivery of such interest in the form of an interest in a Definitive Preferred Security, and the Property Trustee shall effect the transfer in accordance with the procedures set forth in this Article IX and shall make the appropriate adjustment on its books and records and on the Preferred Security Ownership Interest Table set forth as Schedule A to the Global Preferred Security. If an Accredited Investor or Qualified Institutional Buyer who is the holder of a Definitive Preferred Security wishes to transfer their interest therein to a Qualified Institutional Buyer, and such Qualified Institutional Buyer wishes to take delivery of such interest in the form of a Global Preferred Security and the Administrative Trustees approve in writing the delivery as a Global Preferred Security, the Property Trustee shall effect the transfer in accordance with the procedures set forth in this Article IX, and shall make the appropriate adjustment on its books and records and on the Preferred Security Ownership Interest Table set forth as Schedule A to the Global Preferred Security. (c) Subject to Section 3.15, the Sponsor and any Related Party may only transfer the Common Securities to the Sponsor or a Related Party after the delivery to the Property Trustee of an Officers’ Certificate certifying that the transferee is either the Sponsor or a Related Party. (d) The Property Trustee shall provide for the Warrant Shares registration of Securities and any shares of capital stock received the transfer of Securities, which will be effected without charge but only upon payment (with such indemnity as the Property Trustee may require) in respect thereofof any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Securities, whether the Administrative Trustees shall execute and the Property Trustee shall cause one or more new Securities to be issued in the name of the designated transferee or transferees. Every Security surrendered for registration of transfer shall be accompanied by reason a written instrument of transfer in form satisfactory to the Property Trustee duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Security surrendered for registration of transfer shall be delivered to the Property Trustee and canceled in accordance with Section 7.10. A transferee of a stock split or share reclassification thereofSecurity shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Security. By acceptance of a Security, a stock dividend thereon or otherwise, and each certificate for any such securities issued transferee shall be deemed to subsequent transferees of any such certificate shall (unless otherwise permitted have agreed to be bound by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERthis Trust Agreement."

Transfer of Securities. Such Securityholder will not sell or otherwise dispose of the Shares unless (a) This Warrant and the Warrant Shares and any shares of capital stock received in a registration statement with respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of thereto has become effective under the Securities Act of 1933, as amended (the "Securities Act") and such Shares have been qualified under applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate there is presented to the Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Securityholder (i) to any entity controlled by, or under common control with, such Securityholder (ii) to a partner or officer of such Securityholder, (iii) to a partner or officer of the general partner of such Securityholder, or (iv) to the spouse, lineal descendants, estate, or a trust for the Warrant benefit of any of the foregoing, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Securityholder. Such Securityholder consents that any transfer agent of the Company may be instructed not to transfer any Shares unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such shares (and any shares of capital stock received certificates issued in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereofsubstitution therefor) be stamped or otherwise imprinted with a legend in substantially the following formlegend calling attention to the foregoing restrictions on transferability of such shares, stating in substance: "NEITHER THE SECURITIES EVIDENCED BY THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL LAW." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (IA) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOthe stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, OR or (IIB) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERsuch holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the "“Securities Act") ”), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant7 hereof. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon thereon, or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."”

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received Securities may only be transferred, in respect thereofwhole or in part, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance in accordance with the provisions terms and conditions set forth in this Declaration and in the terms of the Securities Act of 1933Securities. To the fullest extent permitted by applicable law, as amended (the "Securities Act") and applicable state securities laws with respect to the any transfer or purported transfer of such securities. The Holder, by acceptance of any Security not made in accordance with this Warrant, agrees to Declaration shall be bound by the provisions of Section 4 hereof null and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrantvoid. (b) Each certificate The Administrative Trustees shall provide for the Warrant Shares registration of Preferred Securities and any shares of capital stock received the transfer of Preferred Securities, which will be effected without charge but only upon payment (with such indemnity as the Administrative Trustees may require) in respect thereofof any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Preferred Securities, whether the Administrative Trustees shall cause one or more new Preferred Securities to be issued in the name of the designated transferee or transferees. Every Preferred Security surrendered for registration of transfer shall be accompanied by reason a written instrument of transfer in form satisfactory to the Administrative Trustees and the Registrar or co-registrar, duly executed by the Holder or such Xxxxxx's attorney duly authorized in writing. Each Preferred Security surrendered for registration of transfer shall be canceled by the Property Trustee. A transferee of a stock split Preferred Security shall be entitled to the rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Preferred Security. By acceptance of a Preferred Security, each transferee shall be bound by this Declaration. (c) The Holder of the Common Securities may not transfer the Common Securities except (a) in connection with transactions permitted under Section 10.01 of the Indenture, or share reclassification thereof(b) to the Sponsor or an Affiliate thereof in compliance with applicable law (including the Securities Act and applicable state securities and blue sky laws); provided that, any such transfer is subject -------- ---- to the condition precedent that the transferor obtain the written opinion of qualified independent counsel experienced in such matters that such transfer would not cause more than an insubstantial risk that: (i) the Trust would not be classified for United States federal income tax purposes as a stock dividend thereon grantor trust and each Holder of Securities would not be treated as owning an undivided beneficial interest in the Debentures; and (ii) the Trustee would be an Investment Company or otherwisethe transferee would become an Investment Company. To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in the immediately preceding sentence shall be void. For so long as the Trust Securities remain outstanding, the Sponsor will covenant (i) to directly or indirectly maintain 100% direct or indirect ownership of the Common Securities of the Trust; provided, however, that any -------- ------- permitted successor of the Sponsor under the Indenture may succeed to the Sponsor's ownership of such Common Securities, (ii) to use its reasonable efforts to cause the Trust (a) to remain a business trust, except in connection with the distribution of Debentures to the Holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities, or certain mergers, consolidations or amalgamations, each as permitted by this Declaration, and (b) to otherwise continue to be classified as a grantor trust for United States federal income tax purposes and (iii) to use its reasonable efforts to cause each certificate for any such securities issued holder of Trust Securities to subsequent transferees of any such certificate shall (unless otherwise permitted by be treated as owning an undivided beneficial interest in the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERDebentures."

Transfer of Securities. (a) This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon in compliance with the provisions of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") ), and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 4 8 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant. (b) Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon thereon, or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETOOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR (II) THE COMPANY SHALL HAVE RECEIVED IN A WRITTEN TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFERISSUER."