Common use of Unregistered Securities Clause in Contracts

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.”

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect, or (b) an applicable exemption from opinion of counsel (which may be counsel for the Company), satisfactory to the Company, that such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securitiesare not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) 1.6(a), or in the case of uncertificated shares, the ledger entry reflecting the issuance of such Warrant Stock, shall bear a legend substantially as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION AND VOTING OF SUCH SHARES ARE RESTRICTED BY THE TERMS OF THE SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF MARCH 28, 2013, AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SHARES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS’ AGREEMENT, A COPY OF WHICH WILL BE PROVIDED AT NO COST TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY.”

Unregistered Securities. Each holder (a) Apple will cause Apple Green Feeder and each Apple Blocker Holding Company to acquire the New Sailfish Common Stock (collectively, the “Acquired Securities”) for its own account with the present intention of this Warrant causing each such Apple Entity to hold the Acquired Securities for investment purposes and not with a view to cause, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws. No Apple Entity presently has any contract, undertaking, agreement or arrangement with any Person to cause any Apple Entity to sell, transfer or grant participations to such Person or to any third Person, with respect to such Acquired Securities, other than the contribution by the Apple Blocker Holding Company of its Acquired Securities to Apple Green Feeder. (b) Apple is, and at Closing Apple Green Feeder and each Apple Blocker Holding Company will be, an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act. Apple has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of an investment in the Acquired Securities, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. (c) To the knowledge of Apple, Apple has been furnished with all materials relating to the business, finances and operations of Sailfish and its Subsidiaries and materials relating to the issuance of the Acquired Securities that Apple has requested. Apple and its Representatives have been afforded the opportunity to ask questions of and speak with members of management of Sailfish. Apple has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Acquired Securities by Apple Green Feeder and the Apple Blocker Holding Companies. (d) Apple acknowledges that this Warrant and the Warrant Stock have Acquired Securities are not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then and might not be registered in effectthe future, (b) an applicable exemption from and that such Acquired Securities may not be transferred or sold except pursuant to the registration requirements provisions of the Securities Act or pursuant to an applicable exemption therefrom and registration or qualification requirements under any applicable pursuant to state securities law then in effect laws and regulations as applicable. (e) Apple understands that, until such time as the Acquired Securities have been registered pursuant to the provisions of the Securities Act, or (c) the availability of Rule 144 promulgated Acquired Securities are otherwise eligible for resale under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant (including pursuant to Section 1.4(aRule 144 promulgated thereunder) shall without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Acquired Securities will bear a restrictive legend as followssubstantially similar to the following: THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT BEEN REGISTERED REQUIRED UNDER THE SECURITIES ACT OF 1933. (f) Apple understands that New Sailfish will issue the New Sailfish Common Stock to Apple Green Feeder and the Apple Blocker Holding Companies in reliance on an exemption from the registration requirements of federal and state securities laws and that New Sailfish is relying upon the truth and accuracy of the representations, AS AMENDED. SUCH SHARES MAY NOT BE SOLDwarranties, OFFERED FOR SALEagreements, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTacknowledgments and understandings of Apple set forth herein in order to determine the applicability of such exemptions and the suitability of Apple Green Feeder and the Apple Blocker Holding Companies to acquire the Acquired Securities.”

Unregistered Securities. (i) Each holder Seller understands that the Purchaser Shares and Seller Notes issuable to it pursuant to this Agreement may not be sold, transferred, or otherwise disposed of this Warrant acknowledges without registration under the Securities Act and applicable U.S. state and federal securities laws or an exemption therefrom, and that this Warrant in the absence of an effective registration statement covering the Purchaser Shares or Seller Notes or any available exemption from registration under the Securities Act and applicable U.S. state and federal securities laws, the Warrant Stock have not been Purchaser Shares and Seller Notes must be held indefinitely. Unless registered under the Securities Act of 1933and applicable U.S. state securities laws, the DRS statement or certificates, as amended (applicable, representing the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) Purchaser Shares shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, substantially in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing form: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SHARES THE SECURITIES MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE ABSENCE CASE OF SUCH REGISTRATION OR A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY RECEIVES HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING IT THAT SUCH SALE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTSUCH OTHER APPLICABLE LAWS.”" (ii) Each Seller represents that it: (i) is an entity outside Canada and is resident in the United States; (ii) is acquiring the Purchaser Shares and Seller Notes pursuant to an exemption from any prospectus, registration or similar requirements under the applicable securities laws of the jurisdiction in which it is resident; (iii) has no present intention of distributing any of the Purchaser Shares or Seller Notes issuable to it into Canada; and (iv) understands that such Purchaser Shares or Seller Notes are being distributed to it in reliance on Ontario Securities Commission Rule 72-503 in reliance on such representation. Each Seller agrees that it will not distribute any of the Purchaser Shares or Seller Notes in Canada except in accordance with applicable Canadian Securities Laws, including that it will not distribute any of such Purchaser Shares or Seller Notes into Canada for four months following Closing.

Unregistered Securities. Each holder of this Warrant The Contributor acknowledges that this Warrant and the Warrant Stock that: (i) The OP Units to be acquired by such Party hereunder have not been registered under the Securities Act or state securities laws by reason of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer a specific exemption or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective exemptions from registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws; (ii) The Operating Partnership’s reliance on such exemptions is predicated in effectpart on the accuracy and completeness of the representations and warranties of each such Party contained herein; (iii) The OP Units, (b) an applicable exemption from such registration requirements of therefore, cannot be resold unless registered under the Securities Act and registration or qualification requirements under any applicable state securities law then in effect laws, or unless an exemption from registration is available; (civ) the availability of Rule 144 promulgated There is no public market for such OP Units and no public market may develop; and (v) The Operating Partnership has no obligation to register such OP Units for resale under the Securities Act for or any state securities laws or to take any action that would make available any exemption from the sale registration requirements of such securitieslaws. Each certificate The Contributor hereby acknowledges that because of the restrictions on transfer or other instrument assignment of such OP Units to be issued hereunder which are set forth in this Agreement and in the Partnership Agreement, each such Party may have to bear the economic risk of the OP Units issued hereby for Warrant Stock an indefinite period of time. The Contributor also acknowledges that certificates (if any) representing the OP Units issued upon to the exercise of this Warrant pursuant to Section 1.4(a) shall Contributor hereunder will bear a legend as follows, unless issued or sold pursuant substantially similar to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHEREUNDER.”

Unregistered Securities. Each holder of this Warrant Shareholder acknowledges that the shares of Common Stock issued in the Share Exchange are unregistered securities and are subject to Rule 144 under the Securities Act for the purposes of any resales of shares of the Common Stock. Each Shareholder hereby represents and warrants to, and agrees with, Horizon as follows: (a) The Shareholder will not sell or otherwise transfer any of the Common Stock in violation of the Securities Act or the rules and regulations promulgated thereunder. The Shareholder has not and will not, in any event, sell or otherwise transfer or enter into any contract or otherwise agree to sell or otherwise transfer any of the Common Stock until such time as financial results covering at least thirty days of combined operations of Horizon and Specialty after the Share Exchange have been published and distributed to the stockholders of Horizon. (b) The Shareholders hereby consent to the placing of a legend on the certificate or certificates evidencing the Common Stock referring to the issuance thereof in a private offering transaction under the Securities Act and to the giving of stop transfer instructions to the transfer agent for the Common Stock with respect to such certificate or certificates. The legend will state in substance: "The shares represented by this Warrant and the Warrant Stock certificate have not been registered under the Securities Act of 1933, as amended (1933 or the “Securities Act”), Blue Sky Laws of any state and agrees may not to sell, offer for sale, pledge, hypothecate, distribute, transfer be sold or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise transferred in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate shares under the Securities Act of 1933 or (b) an opinion of counsel reasonably satisfactory to Horizon to the effect that the transfer may be made without such registration." (c) Except as set forth herein, each Shareholder understands that Horizon is under no obligation to take any action to facilitate the sale, transfer or other instrument for Warrant disposition by any Shareholder, or on behalf of any Shareholder, of any of the Common Stock. (d) In the event of any sale or transfer of any of the Common Stock issued upon the exercise of this Warrant in a transaction not involving a sale pursuant to Rule 144 under the Securities Act or not involving a sale in a registered public offering, the Shareholder will obtain from each transferee of the Common Stock in such transaction a letter agreement substantially similar to this Section 1.4(a2 or a letter containing such other information reasonably required by Horizon to evidence an exception from the applicable registration requirements of federal or state securities laws, which is binding and enforceable by Horizon against the transferee. It is understood and agreed that the legend set forth in paragraph (b) above shall bear be removed, and the related stock transfer restrictions shall be lifted forthwith in connection with the sale or other transfer of Common Stock (i) if the sale or other transfer of the shares of Common Stock shall have been registered under the Securities Act, or (ii) if the sale or other transfer of the shares of Common Stock is not so registered, the Shareholder is not at the time of such sale or other transfer an affiliate of Horizon and has held the Stock for at least one year (or such other period as may be prescribed by the Securities Act and the rules and regulations thereunder) and Horizon, for at least twelve months immediately preceding the sale or other transfer, has filed with the Commission all of the reports it is required to file under Exchange Act, or (iii) if Horizon shall have received either a legend as follows, unless issued letter from the staff of the Commission or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities legal counsel for acceptable to Horizon, to the Company, such effect that the stock transfer restrictions and the legend is are not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTrequired and may be removed.”

Unregistered Securities. Each holder such Credit Party recognizes that the Collateral Agent may be unable to effect a public sale of this Warrant acknowledges that this Warrant and all or a part of the Warrant Stock have not been registered under Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”)amended, and agrees not to sellas now or hereafter in effect, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each such Credit Party acknowledges, understands and agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that neither the Collateral Agent nor the Banks shall have any obligation to delay sale of any such Pledged Securities for the period of time necessary to permit the issuer of such Pledged Securities even if such issuer would agree, to register such Pledged Securities for public sale under such applicable securities laws. Each such Credit Party agrees that (bi) an applicable exemption from such registration requirements if the Collateral Agent shall, pursuant to the terms of this Agreement, sell or cause the Pledged Securities Act or any portion thereof to be sold at private sale, the Collateral Agent shall have the right to rely upon the advice and registration opinion of any national brokerage or qualification requirements under any applicable state securities law then investment firm having a seat on the New York Stock Exchange as to the best manner in effect or which to expose the Pledged Securities for sale and as to the best price reasonably obtainable at the private sale thereof, and (cii) the availability of Rule 144 promulgated that private sales made under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant foregoing circumstances shall be deemed to Section 1.4(a) shall bear have been made in a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the commercially reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTmanner.”

Unregistered Securities. (a) Each holder Seller is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. Each such Seller will execute and deliver to the Buyer such documents as the Buyer may reasonably request in order to confirm the accuracy of the foregoing. Each Seller is able to bear the risk of its investment in the Parent Shares for an indefinite period. Each Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the acquisition of the Parent Shares as contemplated by this Warrant Agreement. Each Seller is able to bear the economic risk of an investment in the Parent Shares and is able to afford a complete loss of such investment. (b) Each Seller has been furnished with materials relating to the business, finances and operations of Parent and relating to the offer and sale of the Parent Shares that have been requested by such Seller and that such Seller deems necessary to evaluate the merits and risks of an investment in the Parent Shares. Each Seller has been afforded the opportunity to ask questions of Parent or its Representatives and receive answers concerning the terms and conditions of the offering and to obtain any additional information which Parent possesses or can acquire without unreasonable effort or expense. Each Seller has sought its own accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment in the Parent Shares. The decision to execute this Agreement and to acquire the Parent Shares have not been based on any verbal or written representations as to fact or otherwise made by or on behalf of the Buyer, other than such written representations as are expressly contained in this Agreement. (c) Each Seller is acquiring the Parent Shares for its own account and not with a view to, or for resale in connection with, a distribution in violation of any Laws, including securities Laws. Each Seller has been advised and understands and acknowledges that this Warrant and the Warrant Stock Parent Shares have not been registered under the Securities Act of 1933, as amended (or under the “Securities Act”), blue sky” Laws of any jurisdiction and agrees not may be resold only if registered pursuant to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by Law and registration or qualification requirements under any applicable state securities law then in effect or (c) Parent is not required to register the availability Parent Shares. Sellers have been advised of and is aware of the provisions of Rule 144 promulgated under the Securities Act for Act. The acquisition of the sale of Parent Shares by Sellers has not been solicited by or through anyone other than Parent. (d) Each Seller understands and acknowledges that, until such securities. Each certificate or other instrument for Warrant Stock issued upon time as the exercise of this Warrant Parent Shares have been registered pursuant to Section 1.4(a) the provisions of the Securities Act, or the Parent Shares are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Parent Shares shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR UNLESS THEREUNDER AND, IN THE COMPANY RECEIVES CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING COUNSEL) THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAPPLICABLE STATE SECURITIES LAWS.” (e) Each Seller understands and acknowledges that the Parent Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities Laws, and that Parent is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Sellers set forth in this Agreement, and in any other document that the Buyer may reasonably request, in (i) concluding that the issuance and sale of the Parent Shares is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (ii) determining the applicability of such exemptions and the suitability of each Seller to acquire the Parent Shares.

Unregistered Securities. Each holder The Noteholder understands that the shares of this Warrant acknowledges that this Warrant and the Warrant Common Stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not that none of the shares of Common Stock to sellbe issued hereunder may be sold, offer offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act. The Buyer will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate, distribute, transfer hypothecate or otherwise dispose of this Warrant (or solicit any Warrant offers to purchase or otherwise acquire or take a pledge of) any shares of Common Stock to be issued upon its exercise in hereunder unless (i) registered pursuant to the absence provisions of the Securities Act, or (aii) an effective exemption from registration statement is available under the Securities Act. The Buyer has been advised that neither the Company nor the Company has an obligation, and does not intend, to cause any shares of Common Stock to be issued hereunder to be registered under the Securities Act, or to take any action necessary for the Buyer to comply with any exemption under the Securities Act as that would permit such shares of Common Stock to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements be issued hereunder to be sold by the Buyer. The Buyer understands that the legal consequences of the Securities Act and foregoing mean that the Buyer must bear the economic risk of his investment in the Company for an indefinite period of time. The Buyer further understands that, if the Buyer desires to sell or transfer all or any part of the shares of Common Stock to be issued hereunder, the Company may require the Buyer’s counsel to provide a legal opinion that the transfer may be made without registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for Act. The Buyer understands that the sale shares of such securities. Each certificate or other instrument for Warrant Common Stock to be issued upon hereunder will bear substantially the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“THE ACT”) NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SHARES SECURITIES OR ANY INTEREST THEREIN MAY NOT BE SOLDACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY STATING TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTQUALIFICATION ARE NOT REQUIRED.”

Unregistered Securities. Each holder (a) Ride will cause Ride Green Feeder and Ride Blocker Holding Company to acquire the Acquired Securities for its own account with the present intention of this Warrant causing Ride Green Feeder and Ride Blocker Holding Company to hold the Acquired Securities for investment purposes and not with a view to cause, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws. Ride does not presently have any contract, undertaking, agreement or arrangement with any Person to cause Ride Green Feeder or Ride Blocker Holding Company to sell, transfer or grant participations to such Person or to any third Person, with respect to such Acquired Securities, other than the contribution by the Ride Blocker Holding Company of its Acquired Securities to Ride Green Feeder. (b) Ride is, and at the Closing each of Ride Green Feeder and Ride Blocker Holding Company will be, an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the SEC pursuant to the Securities Act. Ride has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of an investment in the Acquired Securities, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. (c) To the knowledge of Ride, Ride has been furnished with all materials relating to the business, finances and operations of Sailfish and its Subsidiaries and materials relating to the issuance of the Acquired Securities that Ride has requested. Ride and its Representatives have been afforded the opportunity to ask questions of and speak with members of management of Sailfish. Ride has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Acquired Securities by Ride Green Feeder and Ride Blocker Holding Company. (d) Ride acknowledges that this Warrant and the Warrant Stock have Acquired Securities are not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then and might not be registered in effectthe future, (b) an applicable exemption from and that such Acquired Securities may not be transferred or sold except pursuant to the registration requirements provisions of the Securities Act or pursuant to an applicable exemption therefrom and registration or qualification requirements under any applicable pursuant to state securities law then in effect laws and regulations as applicable. (e) Ride understands that, until such time as the Acquired Securities have been registered pursuant to the provisions of the Securities Act, or (c) the availability of Rule 144 promulgated Acquired Securities are otherwise eligible for resale under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant (including pursuant to Section 1.4(aRule 144 promulgated thereunder) shall without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Acquired Securities will bear a restrictive legend as followssubstantially similar to the following: THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT BEEN REGISTERED REQUIRED UNDER THE SECURITIES ACT OF 1933. (f) Ride understands that New Sailfish will issue the New Sailfish Common Stock to Ride Green Feeder and Ride Blocker Holding Company in reliance on an exemption from the registration requirements of federal and state securities laws and that New Sailfish is relying upon the truth and accuracy of the representations, AS AMENDED. SUCH SHARES MAY NOT BE SOLDwarranties, OFFERED FOR SALEagreements, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTacknowledgments and understandings of Ride set forth herein in order to determine the applicability of such exemptions and the suitability of Ride Green Feeder to acquire the Acquired Securities.”

Unregistered Securities. Each holder (a) Such Purchaser is an “accredited investor” within the meaning of this Warrant acknowledges Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Shares. Such Purchaser has such knowledge and experience in financial and business matters that this Warrant it is capable of evaluating the merits and risks of the purchase of the Purchased Shares. Such Purchaser understands that the Purchased Shares are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Company and the Warrant Stock Subsidiary in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act. (b) Such Purchaser understands that any certificates evidencing the Purchased Shares may bear a legend in substantially the following form: “These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees . These securities may not to sell, offer be sold or offered for sale, pledge, hypothecate, distribute, transfer pledged or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) hypothecated except pursuant to an effective registration statement under the Securities Act as or pursuant to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration requirements under the Securities Act.” (c) Such Purchaser is purchasing the Purchased Shares for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that the Purchased Shares have not been registered under the Securities Act or under the “blue sky” Laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act and registration (or qualification requirements under any applicable state securities law then in effect or (c) if eligible, pursuant to the availability provisions of Rule 144 promulgated under the Securities Act for or pursuant to another available exemption from the sale registration requirements of the Securities Act). Such Purchaser has been advised and understands that each of the Company and the Subsidiary, in issuing its respective Purchased Shares, is relying upon, among other things, the representations and warranties of such securities. Each certificate or other instrument for Warrant Stock issued upon Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the exercise registration provisions of this Warrant pursuant to Section 1.4(athe Securities Act. (d) shall bear a legend as followsSuch Purchaser acknowledges its obligations under applicable state and federal securities laws, unless issued or sold pursuant to an effective registration statement or if, in rules and regulations and the reasonable opinion rules and regulations of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNYSE.”

Unregistered Securities. Each holder of this Warrant acknowledges the Pledgors recognizes that this Warrant and the Warrant Stock have not been registered under Collateral Agent may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”)amended, and agrees not to sellas now or hereafter in effect, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws, as now or hereafter in effect, (b) an applicable exemption from but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such registration requirements Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each of the Pledgors acknowledges, understands and agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Securities Act were sold at public sales, and registration that neither the Collateral Agent nor the Lenders shall have any obligation to delay sale of any such Pledged Securities for the period of time necessary to permit the issuer of such Pledged Securities even if such issuer would agree, to register such Pledged Securities for public sale under such applicable securities laws. Each of the Pledgors agrees that (i) if the Collateral Agent shall, pursuant to the terms of this Agreement, sell or qualification requirements under cause the Pledged Securities or any applicable state securities law then portion thereof to be sold at private sale, the Collateral Agent shall have the right to rely upon the advice and opinion of any national brokerage or investment firm having a seat on the New York Stock Exchange as to the best manner in effect or which to expose the Pledged Securities for sale and as to the best price reasonably obtainable at the private sale thereof, and (cii) the availability of Rule 144 promulgated that private sales made under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant foregoing circumstances shall be deemed to Section 1.4(a) shall bear have been made in a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the commercially reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTmanner.”

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under Such Purchaser is acquiring the Purchased Securities Act as for its own account for investment purposes only and not with a view to this Warrant any public distribution thereof or such Warrant Stock and registration with any intention of selling, distributing or qualification otherwise disposing of this Warrant or such Warrant Stock under any applicable state securities law then the Purchased Securities in effect, (b) an applicable exemption from such a manner that would violate the registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or law. (cb) Such Purchaser is an “accredited investor” within the availability meaning of Rule 144 promulgated 501 under the Securities Act for and is able to bear the risk of its investment in Purchased Securities. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Purchased Securities and, at the present time, is able to afford a complete loss of such investment. (c) Such Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries that have been requested and materials relating to the offer and sale of the Purchased Securities that have been requested by such securitiesPurchaser. Each certificate or other instrument for Warrant Stock issued upon Such Purchaser has been afforded the exercise opportunity to ask questions of this Warrant pursuant to Section 1.4(athe Company and its Subsidiaries. (d) shall Such Purchaser understands that the Purchased Securities will bear a restrictive legend as follows, unless issued or sold pursuant to an effective registration statement or if, substantially in the reasonable opinion of securities counsel for the Company, such legend is not necessaryform as set forth below: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SHARES THESE SECURITIES MAY NOT BE REOFFERED, SOLD, OFFERED FOR SALEASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTFROM, OR NOT SUBJECT TO, REGISTRATION.” (e) Such Purchaser understands that the Purchased Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law. Such Purchaser understands that the Purchased Securities must be held indefinitely unless and until the Purchased Securities are registered for resale under the Securities Act or an exemption from such registration is available. Purchaser has been advised by its advisors of and is aware of the provisions of Rule 144 promulgated under the Securities Act. (f) Such Purchaser understands that the Purchased Securities are being offered and sold in reliance on transactional exemptions from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, covenants, acknowledgments and understandings of such Purchaser set forth in this Agreement in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Securities. (g) Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Purchased Securities as a result of any advertisement, article, notice or other communication regarding the Purchased Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

Unregistered Securities. Each holder of this Warrant The Contributor acknowledges that this Warrant and that: (i) The [Class A NSA Units][NSA Partnership Units] to be acquired by the Warrant Stock Contributor hereunder have not been registered under the Securities Act or state securities laws by reason of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer a specific exemption or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective exemptions from registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws; (ii) NSA’s reliance on such exemptions is predicated in effectpart on the accuracy and completeness of the representations and warranties of the Contributor contained herein; (iii) The [Class A NSA Units][NSA Partnership Units], (b) an applicable exemption from such registration requirements of therefore, cannot be resold unless registered under the Securities Act and registration or qualification requirements under any applicable state securities law then in effect laws, or unless an exemption from registration is available; (civ) the availability of Rule 144 promulgated There is no public market for such [Class A NSA Units][NSA Partnership Units] and no public market may develop; and (v) NSA has no obligation to register such [Class A NSA Units][NSA Partnership Units] for resale under the Securities Act for or any state securities laws or to take any action that would make available any exemption from the sale registration requirements of such securitieslaws. Each certificate The Contributor hereby acknowledges that because of the restrictions on transfer or other instrument assignment of such [Class A NSA Units][NSA Partnership Units] to be issued hereunder which are set forth in this Agreement and in the NSA LP Agreement, the Contributor may have to bear the economic risk of the [Class A NSA Units][NSA Partnership Units] issued hereby for Warrant Stock an indefinite period of time. The Contributor also acknowledges that certificates (if any) representing the [Class A NSA Units][NSA Partnership Units] issued upon to the exercise of this Warrant pursuant to Section 1.4(a) shall Contributor hereunder will bear a legend as follows, unless issued or sold pursuant substantially similar to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHEREUNDER.”

Unregistered Securities. Each holder of this Warrant The Investor understands and acknowledges and agrees that this Warrant and neither the Warrant Stock Series B Preferred Shares nor the Class B Shares into which the Series B Preferred Shares are convertible have not been registered under the Securities Act of 1933or any other applicable securities law and, as amended (the “Securities Act”)unless so registered, and agrees may not to sellbe offered, offer for sale, pledge, hypothecate, distribute, transfer sold or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise transferred except in compliance with the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto. The Investor acknowledges that the Series B Preferred Shares received by it pursuant to this Agreement shall be in the form of physical certificates and registration or qualification requirements under any applicable state securities law then in effect or (c) that, unless and until the availability of Rule 144 promulgated Series B Preferred Shares have been registered under the Securities Act for or the sale Investor shall have furnished an opinion of counsel, in form and substance satisfactory to Security Capital, to the effect that such securities. Each certificate or other instrument for Warrant Stock issued upon legend may be deleted, the exercise of this Warrant pursuant to Section 1.4(a) certificates shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing effect: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY STATING COMPANY, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH SALE THE PROPOSED SALE, TRANSFER OR TRANSFER IS EXEMPT FROM OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SECURITIES ACT. THESE SECURITIES MAY NOT BE TRANSFERRED IN VIOLATION OF SAID ACTANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.”

Unregistered Securities. Each holder of this Warrant Contributor acknowledges that this Warrant and that: (i) The Unit Consideration to be acquired by the Warrant Stock have Contributor hereunder has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose state securities laws by reason of this Warrant a specific exemption or any Warrant Stock issued upon its exercise in the absence of (a) an effective exemptions from registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws; (ii) OP’s reliance on such exemptions is predicated in effectpart on the accuracy and completeness of the representations and warranties of Contributor contained herein; (iii) The Unit Consideration, (b) an applicable exemption from such registration requirements of therefore, cannot be resold unless registered under the Securities Act and registration or qualification requirements under any applicable state securities law then in effect laws, or unless an exemption from registration is available; (civ) There is no public market for the availability of Rule 144 promulgated Unit Consideration and no public market may develop; and (v) OP has no obligation to register the Unit Consideration for resale under the Securities Act for or any state securities laws or to take any action that would make available any exemption from the sale registration requirements of such securitieslaws. Each certificate Contributor hereby acknowledges that because of the restrictions on transfer or other instrument assignment of the Unit Consideration to be issued hereunder which are set forth in this Agreement and in the LP Agreement, Contributor may have to bear the economic risk of the Unit Consideration issued hereby for Warrant Stock an indefinite period of time. Contributor also acknowledges that certificates (if any) representing the Unit Consideration issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall Contributor hereunder will bear a legend as follows, unless issued or sold pursuant substantially similar to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHEREUNDER.”

Unregistered Securities. Each holder The Debenture Holder understands that the shares of this Warrant acknowledges that this Warrant and the Warrant Common Stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not that none of the shares of Common Stock to sellbe issued hereunder may be sold, offer offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act. The Debenture Holder will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate, distribute, transfer hypothecate or otherwise dispose of this Warrant (or solicit any Warrant offers to purchase or otherwise acquire or take a pledge of) any shares of Common Stock to be issued upon its exercise in hereunder unless (i) registered pursuant to the absence provisions of the Securities Act, or (aii) an effective exemption from registration statement is available under the Securities Act. The Debenture Holder has been advised that neither the Company nor the Company has an obligation, and does not intend, to cause any shares of Common Stock to be issued hereunder to be registered under the Securities Act, or to take any action necessary for the Debenture Holder to comply with any exemption under the Securities Act as that would permit such shares of Common Stock to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements be issued hereunder to be sold by the Debenture Holder. The Debenture Holder understands that the legal consequences of the Securities Act and foregoing mean that the Debenture Holder must bear the economic risk of his investment in the Company for an indefinite period of time. The Debenture Holder further understands that, if the Debenture Holder desires to sell or transfer all or any part of the shares of Common Stock to be issued hereunder, the Company may require the Debenture Holder’s counsel to provide a legal opinion that the transfer may be made without registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for Act. The Debenture Holder understands that the sale shares of such securities. Each certificate or other instrument for Warrant Common Stock to be issued upon hereunder will bear substantially the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“THE ACT”) NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SHARES SECURITIES OR ANY INTEREST THEREIN MAY NOT BE SOLDACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY STATING TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTQUALIFICATION ARE NOT REQUIRED.”

Unregistered Securities. Each holder (a) Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Shares. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Shares. Such Purchaser understands that the Purchased Shares are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this Warrant acknowledges connection, such Purchaser represents that this Warrant and it is knowledgeable with respect to Rule 144 of the Warrant Stock Commission promulgated under the Securities Act. (b) Such Purchaser understands that any certificates evidencing the Purchased Shares will bear the following legend: “These securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees . These securities may not to sell, offer be sold or offered for sale, pledge, hypothecate, distribute, transfer pledged or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) hypothecated except pursuant to an effective registration statement under the Securities Act as or pursuant to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from registration thereunder, in each case in accordance with all applicable securities laws of the states or other jurisdictions, and in the case of a transaction exempt from registration, such securities may only be transferred if the transfer agent for such securities has received documentation satisfactory to it that such transaction does not require registration requirements under the Securities Act.” (c) Such Purchaser is purchasing the Purchased Shares for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that the Purchased Shares have not been registered under the Securities Act or under the “blue sky” Laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act and registration (or qualification requirements under any applicable state securities law then in effect or (c) if eligible, pursuant to the availability provisions of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective another available exemption from the registration statement or if, in requirements of the reasonable opinion of securities counsel for Securities Act). Such Purchaser has been advised and understands that the Company, in issuing the Purchased Shares, is relying upon, among other things, the representations and warranties of such legend Purchaser contained in this Article IV in concluding that such issuance is not necessary: a “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOprivate offering” and is exempt from the registration provisions of the Securities Act. (d) Such Purchaser acknowledges its obligations under applicable state and federal securities laws, OR IN CONNECTION WITHrules and regulations and the rules and regulations of the NYSE. (e) Such Purchaser understands that the Purchased Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933warranties, AS AMENDED. SUCH SHARES MAY NOT BE SOLDagreements, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTacknowledgments and understandings of such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Shares.”

Unregistered Securities. Each holder Seller understands that all of this Warrant acknowledges that this Warrant the shares of eGames Stock to be issued as the Initial Payment and the Warrant Stock Earnout Payment, if any, are “restricted securities” and have not been registered under the Securities Act of 1933, as amended 1933 (the “Securities Act”)) or any state securities laws in reliance on exemptions for private offerings; Seller is acquiring the eGames Stock as principal for its own account and not with a view to or for distributing or reselling such eGames Stock or any part thereof in violation of the Securities Act or any applicable state or other securities law, has no present intention of distributing any of such shares of eGames Stock in violation of the Securities Act or any applicable state or other securities law and agrees has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of any shares of the eGames Stock in violation of the Securities Act or any applicable state or other securities law. The shares of eGames Stock issued as the Initial Payment or Earnout Payment, if any, cannot to sell, offer for sale, pledge, hypothecate, distribute, transfer be resold or otherwise dispose disposed of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement unless they are subsequently registered under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) laws or an applicable exemption from registration is available; the shares of eGames Stock issued as the Closing Payment or the Earnout Payment, if any, will not be, and, except as provided in the Registration Rights Agreement, attached hereto as Exhibit A, Seller will have no rights to require that such registration requirements shares of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated eGames Stock be, registered under the Securities Act or any state securities laws; there is no assurance that a public market for the sale such shares of such securities. Each certificate eGames Stock will develop or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, exist in the reasonable opinion future; Seller may have to hold such shares of securities counsel eGames Stock indefinitely and it may not be possible for Seller to liquidate its investment in Purchaser. None of Purchaser, its agents or employees, or any other person, has represented, guaranteed or warranted to Seller, expressly or by implication, the Companyapproximate or exact length of time that Seller will be required to remain as owner of the shares of eGames Stock, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTwhich may be indefinitely.”

Unregistered Securities. Each holder (a) Such Purchaser is an “accredited investor” within the meaning of this Warrant acknowledges that this Warrant Rule 501 under the Securities Act and is able to bear the risk of its investment in the Series D Preferred Units, the Warrants and the Underlying Units (collectively, the “Securities”). Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Securities. Such Purchaser is a resident for purposes of state “blue sky” securities laws of the jurisdiction set forth on Schedule A attached hereto. (b) Such Purchaser understands that the Securities will bear a restrictive legend or legends as provided in the Fifth Amended and Restated Agreement of Limited Partnership or Warrant Stock Agreement, as applicable, until such legends may be removed pursuant to the Fifth Amended and Restated Agreement of Limited Partnership or Warrant Agreement, as applicable. (c) Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that none of the Securities have not been registered under the Securities Act of 1933, as amended (or under the “Securities Act”), blue sky” laws of any jurisdiction and agrees not may be resold only if registered pursuant to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements provisions of the Securities Act and registration (or qualification requirements under any applicable state securities law then in effect or (c) if eligible, pursuant to the availability provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the Partnership, in issuing the Series D Preferred Units and the Warrants (and any Underlying Units upon conversion or exercise, as applicable, of the Series D Preferred Units and the Warrants), is relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act. (d) Such Purchaser understands that there is no public trading market for the sale Series D Preferred Units or the Warrants, that none is expected to develop and that the Series D Preferred Units and the Warrants must be held indefinitely unless and until Series D Preferred Units and the Warrants or any Underlying Units received upon conversion or exercise, as applicable, thereof are registered under the Securities Act or an exemption from registration is available. Each Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act. (e) Such Purchaser understands that the Purchased Units are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that the Partnership is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such securities. Each certificate Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Series D Preferred Units or other instrument for Warrant Stock issued the Warrants and any Underlying Units issuable upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend conversion or exercise, as followsapplicable, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTthereof.”

Unregistered Securities. Each holder The Contributor acknowledges that: (i) The OP Units to be acquired by the Contributor hereunder, together with the shares of this Warrant acknowledges Class A Common Stock or Class B Common Stock that this Warrant and the Warrant Stock may be issued upon exchange or conversion of such OP Units, have not been registered under the Securities Act of 1933, as amended in effect from time to time (the “"Securities Act”"), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose state securities laws by reason of this Warrant a specific exemption or any Warrant Stock issued upon its exercise in the absence of (a) an effective exemptions from registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws; (ii) The Operating Partnership's and Corporation's reliance on such exemptions is predicated in effectpart on the accuracy and completeness of the representations and warranties of the Contributor contained herein; and (iii) The OP Units and Class B Common Stock, (b) an applicable exemption from together with the shares of Class A Common Stock and Class B Common Stock that may be issued upon exchange or conversion of such registration requirements of OP Units, therefore, cannot be resold unless registered under the Securities Act and registration or qualification requirements under any applicable state securities law then in effect laws, or (c) unless an exemption from registration is available. The Contributor hereby acknowledges that because of the availability of Rule 144 promulgated under the Securities Act for the sale restrictions on transfer or assignment of such securities. Each certificate or other instrument for Warrant OP Units to be issued hereunder, together with the shares of Class A Common Stock and Class B Common Stock that may be issued upon exchange or conversion of such OP Units, the exercise Contributor may have to bear the economic risk of this Warrant pursuant to Section 1.4(asuch OP Units, Class B Common Stock or Class A Common Stock for an indefinite period of time. The Contributor also acknowledges that certificates (if any) shall representing the OP Units, together with the shares of Class A Common Stock and Class B Common Stock that may be issued upon exchange or conversion of such OP Units, will bear a legend as follows, unless issued or sold pursuant substantially similar to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHEREUNDER.”

Unregistered Securities. Each holder Company and Shareholder (i) understand that the Common Stock issued or to be issued pursuant to Section 2.1 of this Warrant acknowledges that this Warrant the Agreement has not been, and the Warrant Stock have will not been be registered under the Securities Act of 1933, as amended amended, (the “Securities "Act”") or under any state securities laws, and that they are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (ii) is acquiring the Common Stock solely for their own account for investment purposes and with a view to the "distribution" thereof (as such term is defined in judicial and administrative interpretations under Section 2(11) of the Act), (iii) has received certain information concerning Buyer, including without limitation the Reports referred to in Section 7.2 and agrees not have had the opportunity to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose obtain additional information as desired in order to evaluate the merits of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock purchasing and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effectholding said Common Stock, (biv) an applicable exemption from are able to bear the economic risk and lack of liquidity inherit in holding the Common Stock until such registration requirements of time as the Securities Act and registration Common Stock may be registered or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or may be sold pursuant to Rule 144, (v) have sufficient knowledge and experience in financial and business matters that they are capable of evaluating the merits and risk of an effective registration statement investment in Buyer, (vi) understand that the certificates representing said Common Stock will be stamped or if, otherwise imprinted with the legend in substantially the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing form: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, INCLUDING WITHOUT LIMITATION, NEW YORK, AND MAY NOT BE SOLD, OFFERED FOR SALESOLD TRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND ANY SECURITIES LAWS OF SUCH REGISTRATION ANY APPLICABLE JURISDICTION OR UNLESS THE COMPANY RECEIVES EXEMPTIONS FROM SUCH REGISTRATIONS ARE AVAILABLE AND THAT AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY STATING PROXYMED, INC. TO THAT SUCH SALE OR TRANSFER EFFECT IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTDELIVERED TO PROXYMED, INC.”

Unregistered Securities. Each holder The Company represents and warrants that each Company Stockholder who receives Per Share Equity Consideration has represented to the Company (provided, however, that the representations and warranties given in Section 4.30(b)-(e) will not be true as of the date of this Warrant acknowledges that this Warrant and Agreement, but will be true as of the Warrant Stock have not been registered under the Securities Act of 1933, Effective Date) as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of follows: (a) Except as set forth on Schedule 4.30(a), such Company Stockholder is an effective registration statement “accredited investor” within the meaning of Rule 501 under the Securities 1933 Act as and is able to this Warrant or bear the risk of holding the Per Share Equity Consideration, and has such Warrant Stock knowledge and registration or qualification experience in financial and business matters that it is capable of this Warrant or such Warrant Stock under any applicable state securities law then in effect, evaluating the merits and risks of the acquisition of the Per Share Equity Consideration. (b) Such Company Stockholder has been furnished with materials relating to the business, finances and operations of Buyer (and the Per Share Equity Consideration) that has been requested by such Company Stockholder. Such Company Stockholder has been afforded the opportunity to ask questions of Buyer. Neither such inquiries nor any other due diligence investigations conducted at any time by such Company Stockholder shall modify, expand, amend or affect such Company Stockholder’s right to rely on the Buyer’s and Merger Sub’s representations and warranties contained in ARTICLE V below. Such Company Stockholder understands that holding the Per Share Equity Consideration involves a high degree of risk. Such Company Stockholder has sought such accounting, legal and tax advice as such Company Stockholder has considered necessary to make an applicable exemption from such registration requirements informed investment decision with respect to its acquisition of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or Per Share Equity Consideration. (c) Such Company Stockholder acknowledges and agrees that until such time as the availability Per Share Equity Consideration has been registered pursuant to the provisions of the 1933 Act, or the Per Share Equity Consideration is eligible for resale pursuant to Rule 144 promulgated under the Securities 1933 Act for without any restriction as to the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion number of securities counsel for as of a particular date that can then be immediately sold, the Company, such legend is not necessaryPer Share Equity Consideration will bear the following restrictive legend: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES , OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM. THE COMPANY RECEIVES AN OPINION HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF COUNSEL SATISFACTORY THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTABOVE.” (d) Such Company Stockholder will be acquiring the Per Share Equity Consideration for its own account and not with a view to distribution in violation of any securities laws. Such Company Stockholder has been advised and understands that the Per Share Equity Consideration has not been or will not be registered under the 1933 Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the 1933 Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the 1933 Act or pursuant to another available exemption from the registration requirements of the 1933 Act). Such Company Stockholder has been advised and understands that Buyer, in issuing the Per Share Equity Consideration, is relying upon, among other things, the representations and warranties of such Company Stockholder contained in this Section 4.30 in concluding that such issuance is a “private placement” and is exempt from the registration provisions of the 1933 Act. (e) Such Company Stockholder acknowledges and agrees that it is voluntarily acquiring the Per Share Equity Consideration based on its own judgment and not in reliance upon any verbal or written representations by any of the Buyer or Merger Sub or any of their respective agents regarding the prospective profits of the business associated with Buyer subsequent to the Closing Date. Such Company Stockholder further acknowledges and agrees that it understands that no warranties as to the future performance of the business of Buyer have been or are being made by any of the Buyer or Merger Sub or their respective agents. Such Company Stockholder acknowledges that the efforts of certain Company Stockholders subsequent to the Closing Date, as well as the general competitiveness of the marketplace, will have profound effects on the success of Buyer. Such Company Stockholder acknowledges that the acquisition of the Per Share Equity Consideration involves a risk that future performance may not equal past performance of the business operations, and the Company Stockholder accepts that risk.

Unregistered Securities. Each holder of this Warrant (a) Such Seller understands and acknowledges that the offering of the QuatRx securities pursuant to this Warrant and the Warrant Stock have Agreement will not been be registered under the Securities Act on the grounds that the offering and sale of 1933, as amended (the “Securities Act”), and agrees not QuatRx securities contemplated by this Agreement are exempt from registration pursuant to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement Regulations S under the Securities Act and that QuatRx's reliance upon such exemption is predicated upon such Seller's representations as to set forth in this Warrant or such Warrant Stock Agreement. Such Seller understands, acknowledges and registration or qualification agrees that it must bear the economic risk of this Warrant or such Warrant Stock under any applicable state its investment in the QuatRx securities law then in effect, for an indefinite period of time. (b) Such Seller understands that pursuant to the requirements of Regulation S, the QuatRx securities issued pursuant to this Agreement may not be offered, sold, disposed of, transferred or encumbered, and Seller agrees not to offer, sell, dispose of, transfer or encumber such securities, unless in compliance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an applicable available exemption from such registration requirements of under the Securities Act Act. Prior to any offer, sale disposition, transfer or encumbrance of such QuatRx securities by such Seller, QuatRx may require, as a condition to effecting a transfer of such securities, an opinion of counsel, acceptable to QuatRx, as to the registration of such securities or exemption therefrom under the Securities Act, and registration or qualification may refuse to register a transfer of such securities if such requirements under any applicable state securities law then in effect or are not complied with. (c) Such Seller consents to QuatRx's placing an appropriate stop transfer order against the availability of Rule 144 promulgated under certificates representing the Securities Act for the sale of QuatRx securities and acknowledges that such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall certificates will bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in substantially the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing form: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT WITH A VIEW BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (i) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (ii) OTHERWISE UNTIL ONE YEAR AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE CLOSING DATE, EXCEPT IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED EITHER CASE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 OR PURSUANT TO REGISTRATION OF THE SHARES OR AN EXEMPTION FROM REGISTRATION. SUCH TERMS USED IN THIS LEGEND HAVE THE MEANING GIVEN TO THEM BY REGULATION S. THE SALE OR OTHER DISPOSITION OF THE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IS RESTRICTED AND IN THE ABSENCE OF SUCH REGISTRATION OR ANY EVENT IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS SECURITIES ACT OF SAID ACT1933.”

Unregistered Securities. Each holder Any shares of this Warrant acknowledges that this Warrant and the Warrant Voting Stock purchased shall not be sold or transferred unless either (i) they first shall have not been registered under the Securities Act Act, or (ii) Mutual first shall have been furnished with an opinion of 1933, as amended (legal counsel reasonably satisfactory to Mutual to the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, effect that such sale or transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in is exempt from the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securitiesAct. Each certificate representing any Voting Stock that has not been registered or other instrument for Warrant Stock issued upon the exercise of this Warrant that has not been sold pursuant to Section 1.4(a) an exemption that permits removal of the legend shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, substantially in the reasonable opinion of securities counsel for the Companyfollowing form, such legend is not necessaryas appropriate: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND INSTRUMENT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED 1933 AND ANY APPLICABLE STATE SECURITIES LAW OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY STATING MUTUAL THAT SUCH SALE OR TRANSFER REGISTRATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTNOT REQUIRED. Upon the request of ServiceMaster with respect to a certificate representing any Voting Stock, Mutual shall remove the foregoing legend from the certificate or issue to ServiceMaster a new certificate therefor free of any transfer legend, if, with such request, Mutual shall have received either (i) an opinion of counsel reasonably satisfactory to Mutual to the effect that such legend may be removed from such certificate or (ii) if the present Paragraph (k) of Rule 144 or a substantially similar successor rule remains in force and effect, representations from ServiceMaster reasonably satisfactory to Mutual that ServiceMaster is not then, and has not been during the preceding three months, an affiliate of Mutual and that ServiceMaster has beneficially owned the security (within the meaning of Rule 144) for three years or more. Voting Stock may be subject to additional restrictions on transfer imposed under applicable state and federal law.”

Unregistered Securities. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.”

Unregistered Securities. Each holder of this Warrant Such Contributor acknowledges that this Warrant and that: (i) the Warrant Stock Class A OP Units or REIT Shares to be acquired by such Contributor hereunder, if any, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws and agrees not have been issued pursuant to sell, offer for sale, pledge, hypothecate, distribute, transfer a specific exemption or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective exemptions from registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then laws; (ii) MacKenzie OP and MacKenzie REIT’s reliance on such exemptions is predicated in effectpart on the accuracy and completeness of the representations and warranties of such Contributor contained herein; (iii) the Class A OP Units or REIT Shares, (b) an applicable exemption from such registration requirements of therefore, cannot be resold unless registered under the Securities Act and registration or qualification requirements under any applicable state securities law then in effect laws, or unless an exemption from registration is available; (civ) the availability of Rule 144 promulgated there is no public market for such Class A OP Units or REIT Shares and no public market may develop; and (v) neither MacKenzie OP nor MacKenzie REIT has any obligation to register such Class A OP Units or REIT Shares for resale under the Securities Act for or any state securities laws or to take any action that would make available any exemption from the sale registration requirements of such securitieslaws. Each certificate Such Contributor hereby acknowledges that because of the restrictions on transfer or other instrument assignment of such Class A OP Units or REIT Shares to be issued hereunder, if any, which are set forth in this Agreement and in the MacKenzie OP LP Agreement or Charter (as applicable), such Contributor may have to bear the economic risk of the Class A OP Units or REIT Shares issued hereby, if any, for Warrant Stock an indefinite period of time. Such Contributor also acknowledges that certificates (if any) representing the Class A OP Units or REIT Shares issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall such Contributor hereunder, if any, will bear a legend as follows, unless issued or sold pursuant substantially similar to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHEREUNDER.”

Unregistered Securities. Each holder Seller understands and acknowledges that the Acquisition Shares have not been registered under the Securities Act or under the Oregon Securities Law of 1973, as amended (the "Oregon Act") or the 'blue sky' laws of any other state, and will not at the time of issuance and delivery of such shares as contemplated by the terms of this Warrant Agreement have been so registered, in reliance upon certain exemptions from the registration and prospectus delivery requirements of the Securities Act and the Oregon Act. Seller understands that the Acquisition Shares so acquired by Seller must be held by Seller indefinitely, and that Seller must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and the Oregon Act, or is exempt from such registration. Seller further understands that the availability of the exemptions described in the first sentence of this Section depend upon, among other things, the bona fide nature of Seller's investment intent expressed herein, upon which the Buyer hereby expressly relies. In addition to the Transfer Prohibition described in Section 1.2(a) with respect to the Common Stock Consideration, Buyer will make no transfer or assignment of any of the Acquisition Shares except in compliance with the Securities Act of 1933, as amended, and any other applicable securities laws, or pursuant to applicable exemptions from the aforementioned laws. Seller consents, agrees and acknowledges that the certificate or certificates representing the Acquisition Shares will be inscribed with the following legend, or another legend to the same effect, and agrees to the restrictions set forth therein: The shares represented by this Warrant and the Warrant Stock certificate have not been registered under the Securities Act of 1933, as amended amended, or under the securities laws of any other jurisdiction, in reliance upon exemptions from the registration requirements of such laws. The shares represented by this certificate may not be sold or -33- 41 otherwise transferred, nor will any assignee or endorsee hereof be recognized as an owner of the shares by the issuer unless: (the “Securities Act”), and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (ai) an effective a registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act of 1933 and registration or qualification requirements under any other applicable state securities law laws with respect to the shares and the transfer shall then be in effect effect; or (cii) in the availability opinion of Rule 144 promulgated under counsel satisfactory to the Securities Act for issuer, the sale shares are transferred in a transaction which is exempt from the registration requirements of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTlaws.”

Unregistered Securities. (a) Holders of Company Preferred Stock are acquiring Parent Ordinary Shares for their own account and not with a view to, or for resale in connection with, a distribution in violation of any Laws, including securities Laws. Each holder of this Warrant Company Preferred Stock has been advised and understands and acknowledges that this Warrant and the Warrant Stock Parent Ordinary Shares have not been registered under the Securities Act of 1933, as amended (or under the “Securities Act”), blue sky” Laws of any jurisdiction and agrees not may be resold only if registered pursuant to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by Law and registration or qualification requirements under any applicable state securities law then in effect or (c) Parent is not required to register the availability Parent Ordinary Shares. Holders of Company Preferred Stock have been advised of and are aware of the provisions of Rule 144 promulgated under the Securities Act for Act. The acquisition of Parent Ordinary Shares by holders of Company Preferred Stock have not been solicited by or through anyone other than Parent. (b) Holders of Company Preferred Stock understand and acknowledge that, until such time as the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant Parent Ordinary Shares have been registered pursuant to Section 1.4(a) the provisions of the Securities Act, or the Parent Ordinary Shares are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Parent Ordinary Shares shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED PLEDGED OR OTHERWISE DISPOSED OF HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR UNLESS THEREUNDER AND, IN THE COMPANY RECEIVES CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT (WHICH MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING COUNSEL) THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTAPPLICABLE STATE SECURITIES LAWS.” (c) Holders of Company Preferred Stock understand and acknowledge that the Parent Ordinary Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities Laws, and that Parent is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of holders of Company Preferred Stock set forth in this Agreement, and in any other document that the Parent may reasonably request, in (i) concluding that the issuance and sale of the Parent Ordinary Shares is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (ii) determining the applicability of such exemptions and the suitability of holders of Company Preferred Stock to acquire the Parent Ordinary Shares.

Unregistered Securities. Each holder The Safeholder understands that the shares of this Warrant acknowledges that this Warrant and the Warrant Common Stock to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and agrees not that none of the shares of Common Stock to sellbe issued hereunder may be sold, offer offered for sale, transferred, pledged, hypothecated or otherwise disposed of except in compliance with the Securities Act. The Buyer will not, directly or indirectly, voluntarily offer, sell, transfer, pledge, hypothecate, distribute, transfer hypothecate or otherwise dispose of this Warrant (or solicit any Warrant offers to purchase or otherwise acquire or take a pledge of) any shares of Common Stock to be issued upon its exercise in hereunder unless (i) registered pursuant to the absence provisions of the Securities Act, or (aii) an effective exemption from registration statement is available under the Securities Act as Act. The Buyer has been advised that the Company does not have an obligation, and does not intend, to this Warrant or such Warrant cause any shares of Common Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated to be issued hereunder to be registered under the Securities Act for Act, or any state securities laws. The Safeholder understands that the sale legal consequences of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise foregoing mean that the Safeholder must bear the economic risk of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, his investment in the reasonable Company for an indefinite period of time. The Safeholder further understands that, if the Safeholder desires to sell or transfer all or any part of the shares of Common Stock to be issued hereunder, the Company may require the Safeholder' s counsel to provide a legal opinion that the transfer may be made without registration under the Securities Act. The Safeholder understands that the shares of securities counsel for Common Stock to be issued hereunder will bear substantially the Company, such legend is not necessaryfollowing restrictive legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND OF STOCK EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED ("THE ACT") NOR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF ANY SUCH SHARES SECURITIES OR ANY INTEREST THEREIN MAY NOT BE SOLDACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY STATING TO THE EFFECT THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTQUALIFICATION ARE NOT REQUIRED.”

Unregistered Securities. Each holder of this Warrant acknowledges The Axion Securityholders understand that this Warrant and because the Warrant Stock Company Securities have not been registered under the Act or any State Act, they must hold the Company Securities indefinitely, and cannot dispose of any or all of the Company Securities unless such Company Securities are subsequently registered under the Act of 1933and any applicable State Act, or exemptions from registration are available. The Axion Securityholders further understand that the Company may, as amended (a condition to the “Securities Act”)transfer of any Company Securities, require that the request for transfer by an Axion Securityholder be accompanied by an opinion of counsel, in form and agrees substance satisfactory to the Company, provided at such an Axion Securityholder's expense, to the effect that the proposed transfer does not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose result in violation of this Warrant the Act or any Warrant Stock issued upon its exercise in the absence of (a) applicable State Act, unless such transfer is covered by an effective registration statement under the Act and is in compliance with all applicable State Acts. All Company Securities Act as that will be issued to this Warrant or such Warrant Stock and registration or qualification the Axion Securityholders pursuant to the terms of this Warrant or such Warrant Stock Agreement are restricted securities within the meaning of Regulation D promulgated under any applicable state securities law then in effect, (bSection 4(2) an applicable exemption from such registration requirements of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act Act. The Company will issue stop transfer instructions to its transfer agent for the sale of such securities. Each shares common stock issued to the Axion Securityholders and shall place the following legend on each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear a legend as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessaryrepresenting Company Securities: “"THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH PURSUANT TO A VIEW TO, OR TRANSACTION EFFECTED IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED RELIANCE UPON AN EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND HAVE NOT BEEN THE SUBJECT TO A REGISTRATION STATEMENT UNDER THE ACT OR ANY STATE SECURITIES ACT. SUCH SHARES THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS APPLICABLE EXEMPTION THEREFROM UNDER THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE ACT OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ANY APPLICABLE STATE SECURITIES ACT.”"

Unregistered Securities. Each holder of this Warrant acknowledges Purchaser understands that this Warrant and (i) the Warrant Stock Securities have not been registered under either the Securities Act or the securities laws of 1933any state by reason of specific exemptions therefrom; (ii) the Securities must be held by indefinitely, as amended (and, therefore, must bear the “Securities Act”)economic risk of such investment indefinitely, and agrees not to sell, offer for sale, pledge, hypothecate, distribute, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (a) an effective registration statement unless a subsequent disposition thereof is registered under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification the securities laws of this Warrant or such Warrant Stock under any applicable state securities law then in effect, (b) an applicable exemption or is exempt from such registration requirements registrations; (iii) each of the Securities Act and registration or qualification requirements under any applicable state securities law then in effect or (c) the availability of Rule 144 promulgated under the Securities Act for the sale of such securities. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant pursuant to Section 1.4(a) shall bear will be endorsed with a legend substantially as follows, unless issued or sold pursuant to an effective registration statement or if, in the reasonable opinion of securities counsel for the Company, such legend is not necessary: “THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, HYPOTHECATED, DISTRIBUTED, TRANSFERRED ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY COMPANY, STATING THAT SUCH SALE SALE, TRANSFER, ASSIGNMENT OR TRANSFER HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACTTHE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE. and (iv) the Company will instruct any transfer agent not to register the transfer of the Securities unless the conditions specified in the foregoing legend are satisfied.”