Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and By acceptance of this Warrant, the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer Holder of this Warrant and/or agrees, prior to any transfer or attempted transfer of such Warrant or the related Warrant Shares, to give written notice to the Corporation of such Holder's intention to effect such transfer. The notice sha▇▇ ▇▇▇cribe the manner and circumstances of the proposed transfer in detail and shall contain an undertaking by the Holder to furnish such other information as may be required to enable the Corporation's counsel to render the opinions referred to below, and shall give the identity and address of the Holder's counsel. By acceptance of this Warrant, the Holder agrees to bear the reasonable expense of the Corporation's counsel for delivery of all additional opinions requested by the Holder, if any (whether such opinions would permit the proposed transfer or not). The Holder shall submit a copy of the notice to the counsel designated in the notice and the Corporation shall submit a copy thereof to its counsel, and the following provisions shall apply: (i) If, in the opinion of both the Corporation's and the Holder's counsel, the proposed transfer of the Warrant or Warrant Shares may be effected without registration of the Warrant or Warrant Shares under the Securities Act, the Corporation shall, as promptly as practicable, so notify the Holder who will then be entitled to transfer the Warrant or Warrant Shares in accordance with the terms of the notice delivered by the Holder to the Corporation. (bii) This If, in the opinion of either the Corporation's or the Holder's counsel, the proposed transfer of the Warrant or Warrant Shares may not be effected without registration of the Warrant or Warrant Shares under the Securities Act, the Corporation shall, as promptly as practicable, so notify the Holder, and the Warrant Shares Corporation shall not be transferable (obligated to effect the proposed transfer, except for a transfer of this Warrant or the Warrant Shares in pursuant to an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This The registered Holder of this Warrant, by acceptance hereof, agrees that prior to any proposed transfer of this Warrant shall or any securities purchased upon exercise of this Warrant, if such transfer is not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, made pursuant to ensure compliance with the provisions of an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission") thereunder (collectively the "Securities Act"), the Holder will, if requested by the Company, deliver to the Company: (i) an opinion of counsel reasonably satisfactory in respect of form and substance to the Company that the Warrant or the securities purchased upon exercise and/or transfer of this Warrant and/or may be transferred without registration under the Act; (ii) an agreement by the proposed transferee to the placement of the restrictive investment legend set forth below on the Warrant or the securities to be received upon exercise of the Warrant; (iii) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the securities purchased upon exercise of this Warrant; and (iv) an agreement by such transferee to be bound by the provisions of this Section 3 relating to the transfer of such Warrant Shares. (b) This or the securities purchased upon exercise of such Warrant. Each Warrant Holder agrees that each Warrant and the Warrant Shares shall not be transferable (except for a transfer each certificate representing securities purchased upon exercise of this Warrant or the Warrant Shares in an offering shall bear a legend as follows unless such securities have been registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that : "The securities represented by this Warrant and the Warrant Shares certificate have not been registered under the Securities Act and that such person is acquiring this Warrant of 1933, as amended (the "Act"). The securities may not be offered for sale, sold or the Warrant Shares for investment only and not with the view otherwise transferred except pursuant to the disposition or public offering thereof (unless in an offering registered effective registration statement under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected or pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the or applicable blue sky laws."Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable The Holder acknowledges that he has been advised by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware Company that this Warrant and the Warrant Shares issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act and of 1933, as amended (the “Securities Act”), that such person is acquiring this Warrant or the Warrant Shares for investment only is being issued, and not with the view to shares issuable upon exercise of the disposition or public offering thereof (unless in an offering registered under Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act of 1933 or exempt therefrom)relating to transactions by an issuer not involving any public offering, and that such person the Company’s reliance upon this statutory exemption is aware based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the stock certificates evidencing Company of, or is otherwise familiar with, the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with nature of the limitations imposed by the Securities Act unless, in and the opinion rules and regulations thereunder on the transfer of counsel to the Company, such legend may be omittedsecurities. In particular, the event of any Holder agrees that no sale, assignment or transfer of this Warrant the Securities shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (other than a i) the sale, assignment or transfer in an offering of the Securities is registered under the Securities Act, includingand the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, without limitationor (ii) the Securities are sold, a transfer assigned or transferred in a registered offering effected pursuant to Section 6, accordance with all the requirements and any subsequent transfer), the holder hereof shall provide an opinion limitations of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of Rule 144 under the Securities Act or such sale, assignment, or transfer is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant and will acquire the Securities for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, if available, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Warrant and Warrant Shares remain must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Exchange Act of 1934, as amendedor registered or qualified under any applicable state securities or “blue-sky” laws or is exempt from registration and/or qualification. The Holder has no need for liquidity in its investment in the Company, and is able to bear the rules and regulations economic risk of the Commission thereunder (collectively the "Exchange Act"), such investment for an indefinite period and to provide said holder upon request with such other information afford a complete loss thereof. The Holder is an “accredited investor” as such holder may require for compliance with term is defined in Rule 501 (the provisions of said Rule 144which are known to the Holder) promulgated under the Act. The Holder acknowledges that the securities shall bear the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH ACT.”

Restrictions on Transfer. (a) This Warrant Option may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered in any manner otherwise than by will, the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code; provided, however, that the Optionee may assign or transfer this Option to members of his immediate family or to a trust for the benefit of such members of his immediate family and, during the lifetime of the Optionee, this Option may be exercised only by the Optionee or assignee, as the case may be, or his legally authorized representative. The Optionee shall not have any right to sell, assign, transfer, pledge or otherwise dispose of or encumber this Option, and any attempted transfer, sale, assignment, pledge or encumbrance shall have no effect on the Company. The Company may also require a Optionee to furnish evidence satisfactory to the Company, including a written and signed representation letter and consent to be exercisable bound by a transferee hereof and/or transferable and the Warrant any transfer restrictions imposed by law, legend, condition or otherwise. The Shares shall not be transferable except upon issued with respect to any Option unless the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance exercise of the Option shall comply with the terms and conditions of the Consulting Agreement and all relevant provisions of federal and state law, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the requirements of any stock exchange upon which the Securities Shares may then be listed, and Exchange Commission (shall be further subject to the "Commission") thereunder (collectively approval of counsel for the "Securities Act"), in Company with respect of the exercise and/or transfer of this Warrant and/or transfer of to such Warrant Sharescompliance. (b) This Warrant The Optionee, by his acceptance hereof, represents, opines, covenants and agrees that (i) the Warrant Shares shall not be transferable (except for a transfer Optionee has knowledge of this Warrant or the Warrant Shares in an offering registered under business and affairs of the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6Company, and any subsequent transfer(ii) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person this Option is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares being acquired for investment only and not with the a view to the disposition or public offering thereof (unless in distribution hereof and that, absent an offering registered effective registration statement under the Securities Act of 1933 or exempt therefrom1933, as amended (the "Act"), and that such person is aware that covering the stock certificates evidencing disposition of this Option, it will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance Company with the Securities Act unless, in the an opinion of counsel (which may be counsel for the Company) or other evidence, reasonably acceptable to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Companyeffect that such sale, that an exemption transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations registration or qualification requirements of any applicable state securities laws. The Optionee consents to the making of a notation in the Company's records or giving to any transfer agent of the Commission thereunder (collectively Option an order to implement such restriction on transferability. This Option shall bear the "Exchange Act")following legend or a legend of similar import; provided, and however, that such legend shall be removed, or not placed upon the Option if such legend is no longer necessary to provide said holder upon request with such other information as such holder may require for assure compliance with the provisions of said Rule 144.Act: "THIS OPTION HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE IT IS BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER THE ACT. THIS OPTION IS

Restrictions on Transfer. (a) This The Holder, as of the date of issuance hereof, represents to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant shall not be exercisable by a transferee hereof and/or transferable Shares. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 54, which conditions are intended, among other things, to ensure insure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), applicable state law in respect of the exercise and/or transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 5(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, (iv) to a qualified institutional buyer, so long as such transfer is effected in compliance with Rule 144A under the Securities Act, or (v) to an accredited investor (as such term is defined in Regulation D under the Securities Act). (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 5(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not may be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered effected without registration under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant . Upon delivery of such notice and opinion to Section 6, and any subsequent transfer) unless, prior to any transferthe Company, the holder hereof Holder shall have received from its transferee reasonable assurances that such person is aware that be entitled to transfer this Warrant and the and/or such Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, intended method of disposition specified in the opinion of counsel notice to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant and any other securities issued in respect of the Warrant Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be subject bear the following legend (unless the opinion of counsel referred to all in Section 5(b) states such legend is not required) in addition to any other agreement to which the terms and conditions hereinHolder is subject: “THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.” The Holder understands that the Company may place, and shall acknowledgemay instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in writing, upon receipt of this Warrant his or her acceptance the securities records in respect of the terms and conditions hereinWarrant Shares. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not may be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act")transferred, in respect of whole or in part, subject to the following restrictions. Neither this Warrant nor the Registrable Securities received upon exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been unless registered under the Securities Act or unless an exemption from registration is available. Unless and that such person is acquiring until this Warrant or the Warrant Shares Registrable Securities are so registered, such securities and any certificate thereof shall contain a legend on the face thereof, in form and substance satisfactory to counsel for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)Company, and that such person is aware stating that the stock certificates evidencing Warrant or Registrable Securities, as the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act case may be, may not be sold, transferred or otherwise disposed of unless, in the opinion of counsel satisfactory to the Company, such legend which may be omittedcounsel to the Company, the Warrant, or Registrable Securities may be transferred without such registration. In This Warrant and the event of any transfer of Registrable Securities may also be subject to restrictions on transferability under applicable state securities or blue sky laws. Unless and until this Warrant (other than a transfer in an offering or Registrable Securities, as the case may be, are registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall of such securities shall, if requested by the Company, provide to the Company an opinion of counsel, who shall be counsel reasonably satisfactory to the Company, to the effect that an exemption from (i) the Warrant or Registrable Securities, as the case may be, may be transferred without such registration requirements of and (ii) the Securities Act is available. (c) transfer will not violate any applicable state securities or blue sky laws. Any permitted subsequent holder transfer of this Warrant permitted hereunder shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt made by surrender of this Warrant his or her acceptance to the Company with the form of assignment annexed hereto properly completed and duly executed and accompanied by (x) any necessary documentation required hereunder and (y) funds sufficient to pay any transfer taxes applicable. Upon satisfaction of all transfer conditions, the Company, without charge, shall execute and deliver a new Warrant in the name of the terms transferee named in such transfer form, and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144promptly shall be canceled.

Restrictions on Transfer. (a) This Warrant Except as otherwise permitted by the Committee in its sole discretion, none of the Unvested LTIP Units, Vested LTIP Units or Units into which Vested LTIP Units have been converted shall not be exercisable sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”); provided that Unvested LTIP Units and Vested LTIP Units may be Transferred to the Participant’s Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the transferee hereof and/or transferable agrees in writing with the Company and the Warrant Shares Partnership to be bound by all the terms and conditions of this Agreement (including its exhibits) and that subsequent transfers shall not be transferable prohibited except upon the conditions specified those in accordance with this Section 57. Additionally, which conditions are intended, among other things, to ensure all such Transfers must be in compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission all applicable securities laws (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, ) and the applicable terms and conditions of the Partnership Agreement. In connection with any subsequent transfer)such Transfer, the holder hereof shall Partnership may require the Participant to provide an opinion of counsel, who shall be reasonably satisfactory to the CompanyPartnership, that an exemption from the registration requirements of such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act is available. (c) Act). Any permitted subsequent holder of this Warrant shall be subject to all attempted Transfer not in accordance with the terms and conditions hereinof this Section 7 shall be null and void, and neither the Partnership nor the Company shall acknowledgereflect on its records any change in record ownership of any Unvested LTIP Units or Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in writingany way give effect to any such Transfer. Except as provided in this Section 7, upon receipt this Agreement is personal to the Participant, is non-assignable and is not transferable in any manner, by operation of this Warrant his law or her acceptance otherwise, other than by will or the laws of the terms descent and conditions hereindistribution. (db) To facilitate sales by a holder For purposes of this Warrant Agreement, “Family Member” of a Participant, means the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or Warrant Shares sister-in-law, including adoptive relationships, any Person sharing the Participant’s household (other than a tenant or domestic employee of the Participant), a trust in transactions qualifying under Rule 144 promulgated by which one or more of these Persons (or the Commission under Participant) own more than fifty percent (50%) of the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedbeneficial interests, and a partnership or limited liability company in which one or more of these Persons (or the rules and regulations Participant) own more than fifty percent (50%) of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144voting interests.

Restrictions on Transfer. (a) This Warrant Except as otherwise permitted by the Committee in its sole discretion, none of the Unvested LTIP Units, Vested LTIP Units or Units into which Vested LTIP Units have been converted shall not be exercisable sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed or encumbered, whether voluntarily or by operation of law (each such action a “Transfer”); provided that Unvested LTIP Units and Vested LTIP Units may be Transferred to the Participant’s Family Members (as defined below) by gift, bequest or domestic relations order; and provided further that the transferee hereof and/or transferable agrees in writing with the Company and the Warrant Shares Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers shall not be transferable prohibited except upon the conditions specified those in accordance with this Section 57. Additionally, which conditions are intended, among other things, to ensure all such Transfers must be in compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission all applicable securities laws (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, ) and the applicable terms and conditions of the Partnership Agreement. In connection with any subsequent transfer)such Transfer, the holder hereof shall Partnership may require the Participant to provide an opinion of counsel, who shall be reasonably satisfactory to the CompanyPartnership, that an exemption from the registration requirements of such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act is available. (c) Act). Any permitted subsequent holder of this Warrant shall be subject to all attempted Transfer not in accordance with the terms and conditions hereinof this Section 7 shall be null and void, and neither the Partnership nor the Company shall acknowledgereflect on its records any change in record ownership of any Unvested LTIP Units or Vested LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in writingany way give effect to any such Transfer. Except as provided in this Section 7, upon receipt this Agreement is personal to the Participant, is non-assignable and is not transferable in any manner, by operation of this Warrant his law or her acceptance otherwise, other than by will or the laws of the terms descent and conditions hereindistribution. (db) To facilitate sales by a holder For purposes of this Warrant Agreement, “Family Member” of a Participant, means the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or Warrant Shares sister-in-law, including adoptive relationships, any Person sharing the Participant’s household (other than a tenant of the Participant), a trust in transactions qualifying under Rule 144 promulgated by which one or more of these Persons (or the Commission under Participant) own more than fifty percent (50%) of the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedbeneficial interests, and a partnership or limited liability company in which one or more of these Persons (or the rules and regulations Participant) own more than fifty percent (50%) of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144voting interests.

Restrictions on Transfer. (a) This Warrant shall not be exercisable The Holder acknowledges that he has been advised by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware Company that this Warrant and the Warrant Shares issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that the Warrant is being issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act relating to transactions by an issuer not involving any public offering, and that the Company's reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and the Company shall not be required to give any effect to any such person sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is acquiring registered under the Securities Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant or and will acquire the Warrant Shares Securities for his own account for investment only and not with the a view to the sale or distribution thereof or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the Warrant and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or public offering thereof registered or qualified under any applicable state securities or “blue-sky” laws or is exempt from registration and/or qualification. The Holder has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. The Holder is an “accredited investor” as such term is defined in Rule 501 (unless in an offering the provisions of which are known to the Holder) promulgated under the Act. The Holder acknowledges that the securities shall bear the following legend: “These securities have not been registered under the Securities Act of 1933 1933. Such securities may not be sold or exempt therefrom)offered for sale, and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlesstransferred, hypothecated or otherwise assigned in the absence of an effective registration statement with respect thereto under such Act or an opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, Company that an exemption from the registration requirements of the Securities Act for such sale, offer, transfer, hypothecation or other assignment is availableavailable under such Act. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.”

Restrictions on Transfer. (a) This Warrant shall not be exercisable The Holder acknowledges that he has been advised by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware Company that this Warrant and the shares of Common Stock (the “Warrant Shares Shares”) issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act of l933, as amended (the “Securities Act”), that the Warrant is being issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act relating to transactions by an issuer not involving any public offering, and that the Company's reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and the Company shall not be required to give any effect to any such person sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is acquiring registered under the Securities Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant or and will acquire the Warrant Shares Securities for his own account for investment only and not with the a view to the disposition sale or public offering distribution thereof (unless in an offering or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the securities shall bear the following legend: “These securities have not been registered under the Securities Act of 1933 l933. Such securities may not be sold or exempt therefrom)offered for sale, and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlesstransferred, hypothecated or otherwise assigned in the absence of an effective registration statement with respect thereto under such Act or an opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, Company that an exemption from the registration requirements of the Securities Act for such sale, offer, transfer, hypothecation or other assignment is availableavailable under such Act. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.”

Restrictions on Transfer. (a) This Warrant Holder shall not be exercisable by a transferee hereof and/or transferable sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") this Warrant or any Stock (collectively, the "Securities") unless the Securities are disposed of pursuant to and in conformity with an effective registration statement filed with the Commission pursuant to the Securities Act, or pursuant to an available exemption from the registration and prospectus delivery requirements of the Securities Act, and the Warrant Shares shall proposed disposition will not be transferable except upon result in a violation of the conditions specified securities laws of any state of the United States. If requested by the Company, holder shall, prior to the transfer of such Securities, deliver to the Company a written opinion of counsel, satisfactory to the Company and its counsel, that the proposed disposition will comply with the requirements set forth in this Section 5, . Any attempted Transfer which conditions are intended, among other things, to ensure is not in full compliance with the provisions this Section 5 shall be null and void ab initio, and of no force or effect. In furtherance thereof, any certificate evidencing the Securities Act of shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY. The Company may, at its option, place notations evidencing the foregoing restrictions on transfer in its shareholders register, and the rules and regulations of the Securities and Exchange Commission (the may place appropriate "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or stop transfer" instructions with its transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Actagent, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144any.

Restrictions on Transfer. (a) This Notwithstanding any provisions contained in this Warrant shall not be exercisable by a transferee hereof and/or transferable to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 54, which conditions are intended, among other things, to ensure insure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), applicable state law in respect of the exercise and/or transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 under the Securities Act. (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not may be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered effected without registration under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant . Upon delivery of such notice and opinion to Section 6, and any subsequent transfer) unless, prior to any transferthe Company, the holder hereof Holder shall have received from its transferee reasonable assurances that such person is aware that be entitled to transfer this Warrant and the and/or such Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, intended method of disposition specified in the opinion of counsel notice to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder Each certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall be subject bear the following legend, unless the opinion of counsel referred to all the terms and conditions hereinin Section 4(b) states such legend is not required: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and shall acknowledgeAS AMENDED, in writingAND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinAS AMENDED. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.”

Restrictions on Transfer. (a) This Warrant Without the prior written consent of Lender: (i) Mortgagor shall not create, effect, contract for, commit or consent to, nor shall Mortgagor suffer or permit any sale, conveyance, transfer, assignment, collateral assignment, lien, other than Contested Liens as defined and permitted in Section 3.5 of this Mortgage, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation (or any agreement to do any of the foregoing) of the Premises, or any interest therein or title thereto, (excepting, however, the sale or other disposition of Collateral (as hereinafter defined) no longer useful in connection with the operation of the Premises (“Obsolete Collateral”), provided, however, that prior to the sale or other disposition of Obsolete Collateral, such Obsolete Collateral shall have been replaced by Collateral of at least equal value and utility which is subject to the first and prior lien of this Mortgage; or (ii) Mortgagor shall not fail to pay when the same shall become due all lawful claims and demands of mechanics, materialmen, laborers, and others which, if unpaid, might result in or permit the creation of a lien on the Real Estate or Improvements, or on the Rents arising therefrom; or (iii) if the Mortgagor is a land trustee (“Trustee Mortgagor”), any beneficiary of the Mortgagor shall not create, effect, contract for, commit or consent to, or shall suffer or permit, any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation of such beneficiary’s beneficial interest in the Mortgagor; or (iv) if the Mortgagor is a corporation or limited liability company, or if any corporation or limited liability company is a beneficiary of a Trustee Mortgagor, any shareholder of such corporation or limited liability company shall not create, effect, contract for, commit or consent to, or shall suffer or permit any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation of any such shareholder’s shares of such corporation or limited liability company (provided, however, that if such corporation or limited liability company is a corporation or limited liability company whose stock is publicly traded on a national securities exchange or on the “Over The Counter” market, then this subparagraph (iv) shall be inapplicable); or (v) if the Mortgagor is a partnership or joint venture or if any beneficiary of a Trustee Mortgagor is a partnership or joint venture, any general partner or joint venturer in such partnership or joint venture shall not create, effect, contract for, commit or consent to, suffer, or permit any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation of any part of the partnership interest or joint venture interest, as the case may be, of such general partner or joint venturer; or (vi) there shall not be exercisable any change in control (by way of transfers of stock ownership, partnership interests, or otherwise) in any corporation, limited liability company or partnership constituting or included within the Mortgagor which directly or indirectly controls any corporation, limited liability company or partnership constituting or included within the Mortgagor that results in a transferee material change in the identity of the person(s) in control of such entity. (b) It is expressly provided, however, that the foregoing provisions of this Section 3.11 shall not apply (i) to liens securing the Indebtedness, or (ii) to the lien of current Taxes not in default. The provisions of this Section 3.11 shall be operative with respect to, and shall be binding upon, any persons who, in accordance with the terms hereof and/or transferable and or otherwise, shall acquire any part of or interest in or encumbrance upon the Warrant Shares Premises, or such beneficial interest in, share of stock of, or partnership or joint venture interest in the Mortgagor or any beneficiary of a Trustee Mortgagor. Any waiver by Lender of the provisions of this Section 3.11 shall not be transferable except deemed to be a waiver of the right of Lender in the future to insist upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure strict compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available3.11. (c) Any permitted subsequent holder Upon the sale or transfer of this Warrant shall be subject to (i) all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance any part of the terms and conditions herein. Premises, or (dii) To facilitate sales by a holder of this Warrant all or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations any part of the Commission thereunder beneficial interest in Mortgagor (collectively if Mortgagor is not a natural person or persons but is a corporation, limited liability company, partnership, trust or other legal entity) (the "Exchange Act"person or entity to whom or which all or any part of the Premises have been so sold or transferred, being the “Transferee”), without the prior written consent of Lender, Lender may, at Lender’s option, declare all of the sums secured by this Mortgage to be immediately due and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144payable.

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) This Warrant Any proposed successor Developer shall not be exercisable by a transferee hereof and/or transferable have the business experience and reputation, development track record and sufficient financial capacity to carry out the Warrant Shares shall not be transferable except upon obligations under this Agreement, as determined, in the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions sole discretion of the Securities Act CRA. If proposed successor developer is an entity, proof of 1933, existence and good standing from the state of origination as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shareswell as Florida shall be required. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares Any proposed successor Developer, by instrument in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably writing satisfactory to the CompanyCRA, that an exemption from the registration requirements in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the Securities Act obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is availablesubject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) Any permitted subsequent holder of this Warrant There shall be subject submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the terms instruments and conditions hereinother legal documents, including the Assignment Agreement, shall be provided the CRA for review and shall acknowledgeapproval at least thirty (30) days prior to being executed by ▇▇▇▇▇▇▇▇▇ and the proposed successor to ▇▇▇▇▇▇▇▇▇. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in writing, upon no event sooner than fifteen (15) days after receipt of this Warrant his or her acceptance of the terms such instruments and conditions hereindocuments. (d) To facilitate sales by a holder In connection with any proposed Transfer, the Developer shall pay the CRA the actual costs of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated time and materials incurred by the Commission CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under the Securities Actthis Agreement, if available, the Company agrees including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to satisfy the current public information requirements be made after review and approval of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations any Assignment Agreement. The payment of the Commission thereunder Twenty Five Thousand and 00/100 Dollars (collectively $25,000.00) by the "Exchange Act"), Developer shall be a prerequisite to the CRA obligation to review any proposed Transfer and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144Assignment Agreement.

Restrictions on Transfer. (a) This Neither this Warrant shall not be exercisable by a transferee hereof and/or transferable and nor the shares of Stock issuable upon exercise of this Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of have been registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission"“Act”) thereunder (collectively the "Securities Act")or any state securities laws. Therefore, in respect order, among other things, to insure compliance with the Act, the Holder of the exercise and/or this Warrant, including any successive Holder, agrees by accepting this Warrant to not sell, assign, pledge, hypothecate, mortgage, encumber, dispose of, or otherwise transfer all or any portion of this Warrant and/or without the prior written consent of the Company; provided that, a Holder may transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer all or any portion of this Warrant without the prior written consent of the Company (a) as part of a registered public offering of the Company’s securities or pursuant to a transfer, sale, or exchange which is exempt from the Warrant Shares in an offering registered under registration requirements of the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6Rule 144 under the Act, (b) in connection with a merger or consolidation of the Company with another entity, or in connection with a reorganization, reclassification, or recapitalization of the Company's capital stock, (c) by pledge that creates a mere security interest in all or any portion of this Warrant, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Warrant to the same extent as if it were the Holder making such pledge, (d) either during his lifetime or on death by will or the laws of descent and distribution to his siblings, ancestors, descendants or spouse, or any subsequent transfercustodian or trustee for the account of Holder or ▇▇▇▇▇▇’s siblings, ancestors, descendants or spouse, or (e) unlessto an affiliate or a partner of ▇▇▇▇▇▇. In each such case, prior a transferee shall receive and hold all or any portion of this Warrant subject to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that provisions of this Warrant and there shall be no further transfer except in accordance herewith. No party will avoid the Warrant Shares have not been registered under the Securities Act and that such person is acquiring provisions of this Warrant by making one or the Warrant Shares for investment only more transfers to an affiliate of such party and not with the view to the disposition then disposing of all or public offering thereof (unless any portion of such party’s interest in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend affiliate. The Company may be omitted. In the event of condition any transfer of this Warrant (other than a transfer in an offering registered the absence of registration under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide Act upon its receipt of an opinion of counsel, who shall be counsel reasonably satisfactory acceptable to the Company, it stating that an exemption such transfer is exempt from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information prospectus delivery requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable In the event that any Investor entertains a bona fide offer to purchase all or any portion of the Convertible Notes held by such Investor (a transferee hereof and/or transferable “Note Offer”) from any Third Party (a “Buyer”), such Investor (a “Transferring Noteholder”) may Transfer such Convertible Notes only pursuant to and in accordance with the Warrant Shares shall not be transferable except upon the conditions specified in following provisions of this Section 5, which conditions are intended, among 3.2(a). (i) The Transferring Noteholder shall cause the Note Offer and all of the terms thereof to be reduced to writing and shall promptly notify the other things, Investor (the “ROFR Investor”) of such Transferring Noteholder’s desire to ensure compliance effect the Note Offer and otherwise comply with the provisions of this Section 3.2(a) (such notice, the Securities Act “ROFR Notice”). The Transferring Noteholder’s ROFR Notice shall constitute an irrevocable offer to sell all but not less than all of 1933the Convertible Notes that are the subject of the Note Offer (the “ROFR Notes”) to the ROFR Investor at a purchase price equal to the price contemplated by, and on the same terms and conditions of, the Note Offer. The ROFR Notice shall be accompanied by a true copy of the Note Offer (which shall identify the Buyer and all relevant information in connection therewith). (ii) At any time within fifteen (15) days after receipt by the ROFR Investor of the ROFR Notice (the “ROFR Period”), the ROFR Investor (or any of its Affiliates) may elect to accept the offer to purchase with respect to all but not less than all of the ROFR Notes and shall give written notice of such election (the “ROFR Acceptance Notice”) to the Transferring Noteholder within the ROFR Period. The ROFR Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the ROFR Notes. (iii) In the event that the ROFR Investor does not elect (together with its Affiliates) to purchase all of the ROFR Notes pursuant to Section 3.2(a)(ii), during the sixty (60)-day period following the expiration of the ROFR Period the Transferring Noteholder may sell all of the ROFR Notes to the Buyer on the terms and conditions set forth in the Note Offer; provided, that, as amendeda condition to the consummation of such Transfer, the Buyer executes and delivers to the rules Company and regulations each Investor (other than the Investor effecting such Transfer) an agreement assuming the obligations of an Investor set forth in this Agreement in form and substance reasonably satisfactory to the Company and each such Investor. If the Transferring Noteholder does not consummate the Transfer of the Securities ROFR Notes to the Buyer in accordance with this Section 3.2(a)(iii) within such sixty (60)-day period, then the Note Offer shall be deemed to lapse and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), any Transfer pursuant to such Note Offer shall be in respect violation of the exercise and/or transfer provisions of this Warrant and/or transfer Section 3.2(a) unless the Transferring Noteholder sends a new ROFR Notice and once again complies with the provisions of this Section 3.2(a) with respect to such Warrant SharesNote Offer. (b) This Warrant In the event that any Investor proposes to Transfer, in one or more transactions, all or any portion of such Investor’s Investor Shares (excluding the Convertible Notes), such Investor (the “Transferring Investor”) shall first offer such Investor Shares (the “Offered Shares”) to the other Investor (the “Offeree Investor”) in accordance with this Section 3.2(b); provided, that in no event shall a Transferring Investor be required to offer the Offered Shares to the Offeree Investor if such Offered Shares (together with all other Investor Shares Transferred by such Investor in the preceding twelve (12)-month period) constitute less than the lesser of (x) 4.99% of the Outstanding Stock and (y) ten percent (10%) of the Warrant Investor Shares held by such Investor immediately prior to any such Transfer. (i) The Transferring Investor shall not be transferable provide written notice to the other Investor of such Transferring Investor’s desire to Transfer the Offered Shares, specifying in reasonable detail the terms and conditions as to such Transfer (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, the number of Offered Shares and the purchase price therefor) (such notice, the “Offer Notice”). The Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Offered Shares to the other Investor on the terms and conditions set forth in the Offer Notice. (ii) At any time within thirty (30) days after receipt by the Offeree Investor of the Offer Notice (the “Option Period”), the Offeree Investor (or any of its Affiliates) may elect to accept the offer to purchase with respect to all but not less than all of the Offered Shares and shall give written notice of such election (the “Acceptance Notice”) to the Transferring Investor within the Option Period. The Acceptance Notice shall constitute a transfer in a registered offering effected valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares. (iii) In the event that the Offeree Investor does not elect (together with its Affiliates) to purchase all of the Offered Shares pursuant to Section 63.2(b)(ii), during the one hundred twenty (120)-day period following the expiration of the Option Period the Transferring Investor may sell all or any portion of the Offered Shares to one or more Third Parties at a price not less than ninety-five percent (95%) of the price specified in the Offer Notice and otherwise on the terms and conditions set forth in the Offer Notice; provided, that, if following such Transfer (and any subsequent transferrelated or contemporaneous acquisition of Beneficial Ownership by such Third Party of any shares of Common Stock, Other Capital Stock or Convertible Notes), any such Third Party will Beneficially Own five percent (5%) unlessor more of the Outstanding Stock, prior to any transfer, the holder hereof such Third Party shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view (A) be reasonably acceptable to the disposition or public offering thereof Offeree Investor and (unless in an offering registered under B) comply with Section 3.2(c) below. If the Securities Act Transferring Investor does not consummate the Transfer of 1933 or exempt therefrom), and that such person is aware that any of the stock certificates evidencing the Warrant Offered Shares shall bear a legend restricting transfer and disposition thereof in accordance with this Section 3.2(b)(iii) within such one hundred twenty (120)-day period, then the Securities Act unless, in Transferring Investor may not Transfer such Offered Shares unless it sends a new Offer Notice and once again complies with the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer provisions of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant Section 3.2(b) with respect to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablesuch Offered Shares. (c) Any permitted subsequent holder No Investor shall Transfer any Investor Shares to any Third Party unless (i) upon consummation of such Transfer and any related or contemporaneous acquisition of Beneficial Ownership by such Third Party of any shares of Common Stock, Other Capital Stock or Convertible Notes, such Third Party Beneficially Owns less than five percent (5%) of the Outstanding Stock or (ii) as a condition to the consummation of such Transfer, such Third Party executes and delivers to the Company and each Investor (other than the Investor effecting such Transfer) an agreement assuming the obligations of an Investor set forth in this Agreement in form and substance reasonably satisfactory to the Company and each such Investor; provided, that, it is agreed and acknowledged that the rights of each Investor set forth in Section 3.1 of this Warrant Agreement are personal to such Investor and no Investor shall be subject to all the terms and conditions hereinTransfer, and shall acknowledgedelegate or assign, whether in writingconnection with any sale of any Investor Shares or otherwise, upon receipt any right of such Investor under Section 3.1 of this Warrant his Agreement to another Investor or her acceptance to any Third Party. Except as set forth in the preceding sentence, all other rights of each Investor set forth in this Agreement may be Transferred to the terms and conditions hereinThird Party to which the Investor Shares are being Transferred. (d) To facilitate sales Notwithstanding anything herein to the contrary the restrictions on transfer in this Section 3.2 shall not apply to any Transfer by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, an Investor to its Affiliates; provided that such Affiliate executes and delivers to the Company agrees and each Investor (other than the Investor effecting such Transfer) an agreement assuming the obligations of an Investor set forth in this Agreement in form and substance reasonably satisfactory to satisfy the current public information requirements of said Rule 144Company and each such Investor. (e) Any purported Transfer, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, delegation or assignment not in conformity with this Section 3.2 shall be null and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144void ab initio.

Restrictions on Transfer. (a) This Warrant shall not be exercisable 2.1 The Holder acknowledges that he has been advised by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware Company that this Warrant and the Warrant Shares issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act of l933, as amended (the “Securities Act”), that the Warrant is being issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act relating to transactions by an issuer not involving any public offering, and that the Company's reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and the Company shall not be required to give any effect to any such person sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is acquiring registered under the Securities Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant and will acquire the Securities for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the Warrant and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or “blue-sky” laws or is exempt from registration and/or qualification. The Holder has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. The Holder is an “accredited investor” as such term is defined in Rule 501 (the provisions of which are known to the Holder) promulgated under the Act. 2.2 The Holder acknowledges that the Warrant Shares shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT (II) UNLESS SOLD OR TRANSFERRED TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR (III) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 2.3 With respect to any offer, sale or other disposition of this Warrant or any Warrant Shares prior to registration of such Warrant or Warrant Shares, the Holder agrees to give written notice to the Company prior thereto, describing briefly the manner thereof, together with evidence, reasonably satisfactory to the Company (which shall include such representation of the transferee regarding investment intent as the Company may request, to the effect that such offer, sale or other disposition may be effected without registration or qualification (under the Act as then in effect or any federal or state securities law then in effect) of this Warrant or such Warrant Shares and indicating whether or not under the Securities Act certificates for this Warrant or such Warrant Shares to be sold or otherwise disposed of require any restrictive legend as to applicable restrictions on transferability in order to ensure compliance with such law. Upon receiving such written notice and reasonably satisfactory evidence, the Company, as promptly as practicable but no later than seven (7) days after receipt of the written notice, shall notify the Holder that the Holder may sell or otherwise dispose of this Warrant or such Warrant Shares, all in accordance with the terms of the notice delivered to the Company. If the Company determines that the evidence is not reasonably satisfactory to the Company, the Company shall so notify the Holder promptly with details thereof after such determination has been made. Notwithstanding the foregoing, any shares of Common Stock issued upon exercise of this Warrant may be offered, sold or otherwise disposed of in accordance with Rule 144 under the Act and in compliance with the applicable statutory resale restrictions imposed by state securities laws, provided that the Company shall have been furnished with such information as the Company may reasonably request to provide a reasonable assurance that the provisions of Rule 144 and the applicable resale restrictions imposed by state securities laws have been satisfied. Each certificate representing this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares thus transferred shall bear a legend restricting transfer and disposition thereof as to the applicable restrictions on transferability in accordance order to ensure compliance with the Securities Act unlesssuch laws, in the unless pursuant to an opinion of counsel to for the CompanyHolder, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer is not required in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant order to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request ensure compliance with such other information as laws. The Company may issue stop transfer instructions to its transfer agent in connection with such holder may require for compliance with the provisions of said Rule 144restrictions.

Restrictions on Transfer. Except for (a) This Warrant shall not be exercisable Transfers following the day that is one hundred eighty (180) days (or such shorter or longer period as agreed upon by a transferee hereof and/or transferable the underwriters and the Warrant Shares shall not Company to be transferable except upon appropriate) after the conditions specified consummation of the IPO; (b) Transfers effected by the Executive Stockholders pursuant to the exercise of Bring-Along Rights by the Carlyle Stockholders pursuant to Section 4 below; (c) Transfers effected pursuant to the Proxy and Tag-Along Agreements; (d) Transfers effected pursuant to Section 6 below, and (e) any Permitted Transfer (as defined in this Section 5), which conditions are intendedno Individual Stockholder shall Transfer any Securities without the prior written approval of the Company. Each Individual Stockholder further agrees that in connection with any Permitted Transfer, among other thingssuch Individual Stockholder shall, if requested by the Company, deliver to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company and counsel for the Company, to ensure compliance with the provisions effect that such Transfer is not in violation of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or the securities laws of any state. Any purported Transfer in violation of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer provisions of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant Section 2 shall be null and the Warrant Shares void and shall not have no force or effect. It shall be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior condition to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant Permitted Transfer and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to waived by the Company, such legend may be omitted. In the event of ) any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and Transfer by any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to Individual Stockholder approved by the Company, that the transferee shall (i) agree to become a Party to this Agreement as a “Management Stockholder” or an exemption “Other Stockholder”, as the case may be, (ii) execute a signature page in the form attached as Exhibit A hereto acknowledging that such transferee agrees to be bound by the terms hereof and (iii) if such transferee is a natural person and a resident of a state with a community or marital property system, cause such transferee’s spouse to execute a spousal waiver in the form attached as Exhibit B. Notwithstanding anything to the contrary in this Agreement, the Company agrees that any Management Stockholder may pledge or otherwise use Company Common Stock, vested Company Restricted Common Stock or Company Non-Voting Common Stock to secure financing from the registration requirements a lender (a “Lender”) in connection with payment of the exercise price with respect to any Company Option or the payment of any withholding or other taxes due in connection with any Security issued under the Equity Incentive Plan, Company Rollover Stock Plan or any similar equity-based plan approved by the Board; provided, however, that the Lender shall be acceptable to the Company and the terms of any such pledge or other financing shall (i) provide that the Lender or any Person (a “Foreclosure Transferee”) to whom ownership of the pledged Company Common Stock or Company Non-Voting Common Stock is transferred upon default, foreclosure or like events (the “Foreclosed Securities”) shall upon taking ownership of any such Foreclosed Securities Act is available. become a party to this Agreement and be subject to the terms and provisions of the Company Rollover Stock Plan, the Equity Incentive Plan or other equity incentive plan of the Company, as applicable, and any award agreement to which the Foreclosed Securities transferred to the Foreclosure Transferee were subject immediately prior to such Transfer; (cii) provide that upon and following any such transfer of ownership of any such Foreclosed Securities the Company may, without any action or consent of the Lender or any holder or owner thereof, convert any Company Common Stock to Company Non-Voting Common Stock, (iii) in addition to any right to repurchase the Foreclosed Securities pursuant to the Company Rollover Stock Plan or Section 8, provide the Company with the right to repurchase the Foreclosed Securities at their Fair Market Value during the period beginning on the date the Company becomes aware of the transfer of the Foreclosed Securities and ending on the date nine (9) months thereafter and (iv) be otherwise reasonably acceptable to the Company. Any permitted subsequent holder of this Warrant such repurchase shall be subject to all the terms same notice and conditions herein, and shall acknowledge, in writing, upon receipt delay provisions as shares purchased on Termination of this Warrant his or her acceptance of the terms and conditions hereinService pursuant to Section 8. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall The registered Holder of this Warrant, by its acceptance hereof, agrees that prior to any proposed transfer of any Warrants or any securities purchased upon exercise of the Warrants, if such transfer is not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, made pursuant to ensure compliance with the provisions of an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission") thereunder (collectively the "Securities Act"), the Warrant holder will, if requested by the Company, deliver to the Company: (i) an opinion of counsel reasonably satisfactory in respect form and substance to the Company that the Warrants or the securities purchased upon exercise of the Warrants may be transferred without registration under the Act; (ii) an agreement by the proposed transferee to the impression of the restrictive investment legend set forth below on the Warrant or the securities to be received; (iii) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the securities purchased upon exercise and/or transfer of the Warrants; and (iv) an agreement by such transferee to be bound by the provisions of this Warrant and/or Section 3 relating to the transfer of such Warrant Shares. (b) This or the securities purchased upon exercise of such Warrant. Each Warrant holder agrees that each Warrant and the Warrant Shares shall not be transferable (except for a transfer each certificate representing securities purchased upon exercise of this Warrant or the Warrant Shares in an offering shall bear a legend as follows unless such securities have been registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that : "The securities represented by this Warrant and the Warrant Shares certificate have not been registered under the Securities Act and that such person is acquiring this Warrant of 1933, as amended (the "Act"). The securities may not be offered for sale, sold or the Warrant Shares for investment only and not with the view otherwise transferred except pursuant to the disposition or public offering thereof (unless in an offering registered effective registration statement under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected or pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the or applicable blue sky laws."Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant If a Definitive Note tendered for transfer bears the U.S. Legend set forth in Section 2.3(h), the Trustee shall not be exercisable by register such transfer unless the transferor has provided the Trustee with the Definitive Note and: (A) the transfer is made to the Issuer; (B) the transfer is made outside of the United States in a transferee hereof and/or transferable transaction meeting the requirements of Rule 904 of Regulation S, and the Warrant Shares shall not be transferable except upon the conditions specified is in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amendedapplicable local laws and regulations, and the rules transferor delivers to the Trustee and regulations the Issuer a declaration substantially in the form set forth in Appendix C to this Indenture, or in such other form as the Issuer may from time to time prescribe, together with such other evidence of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect availability of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant an exemption or the Warrant Shares in an offering registered exclusion from registration under the U.S. Securities Act, includingAct (which may, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide include an opinion of counsel, who shall be of recognized standing reasonably satisfactory to the Company, that an Issuer) as the Issuer may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales provided by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Actthereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered transfer is in compliance with another exemption from registration under the U.S. Securities Exchange Act of 1934and applicable state securities laws, as amendedor (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 4.6(f)(C) or 4.6(f)(D) furnished to the Trustee and the rules Issuer an opinion of counsel or other evidence in form and regulations substance reasonably satisfactory to the Issuer to such effect. In relation to a transfer under (C) or (D) above, unless the Issuer and the Trustee receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Commission thereunder (collectively Issuer in form and substance, to the "Exchange Act"effect that the U.S. Legend set forth in subsection 2.3(h) is no longer required on the Definitive Note representing the transferred Notes, the Definitive Note received by the transferee will continue to bear the U.S. Legend set forth in Section 2.3(h), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "“Commission"”) thereunder (collectively the "“Securities Act"”), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "“Exchange Act"”), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall and any Warrant Shares may not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable sold, transferred, pledged, hypothecated or otherwise disposed of except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares.follows: (bi) This Warrant and the Warrant Shares shall not be transferable (except for to a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlesswho, in the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Act with respect thereto, and then only against receipt of an agreement of such legend may be omitted. In person to comply with the event of any transfer provisions of this Section 6(a) with respect to any resale or other disposition of such securities; or (ii) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. (b) Unless the Warrant (other than a transfer in an offering Shares have been registered under the Securities Act, includingor exempt from registration, without limitationupon exercise of any of the Warrant and the issuance of any of the Warrant Shares, a transfer in a registered offering effected pursuant to Section 6all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY." The holder of the Warrant agrees and acknowledges that the Warrant is being purchased for the holder's own account, for investment purposes only, and not for the account of any subsequent transfer)other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The holder further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the holder hereof shall provide an will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable state securities laws or unless, in the opinion of counsel, who shall be reasonably satisfactory counsel for the holder acceptable to the Company, that an exemption from the registration requirements of the Securities Act and such laws is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. No Partner shall, directly or indirectly, sell, assign, pledge, hypothecate, transfer by gift, exchange or otherwise dispose of or encumber all or any portion of its Partnership Interests by operation of law or otherwise (a) This Warrant shall not be exercisable by all of the foregoing being referred to hereinafter as a transferee hereof and/or transferable “Transfer”), except in accordance with this Section 5.1 or Section 5.8. Any Transfer and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions rights of the Securities Act Transferee (as hereinafter defined) with respect to the Transferred Partnership Interest shall be subject to Section 5.2. Any Transfer made in contravention of 1933, as amended, this Agreement shall be null and void and the rules transferee shall receive no right, title or interest in or to any Partnership Interest as a result of such Transfer made in violation of this Agreement. In addition, any Transfer otherwise permitted by this Agreement shall be null and regulations of the Securities and Exchange Commission void unless (the "Commission"i) thereunder (collectively the "Securities Act"), in respect of a Transfer of a direct Partnership Interest, the exercise and/or transfer permitted transferee (the “Transferee”) agrees to adopt and be bound by the terms of this Warrant and/or transfer Agreement and other relevant documents as if the Transferee had been an original party hereto, (ii) the Transfer would not result in any violation of, or trigger any change of such Warrant Shares. control provisions with respect to, Indebtedness Documents of the Partnership or its Subsidiaries, (biii) This Warrant the Transferee completes reasonable “know your customer” requirements of the lenders to the Partnership and its Subsidiaries and (iv) the Warrant Shares Transfer would not result in any violation of Section 5.1(f). The parties acknowledge that a direct or indirect Transfer of the ownership interests in CatchMark Timber Trust, Inc. (“CTT”) or a Transfer of the direct or indirect ownership interests in any vehicle Controlled, managed or advised by BCI Partners, Medley Partner, TIG Partner, Highland Partners, JAWS Partner or any of their respective Affiliates, other than the vehicle that holds interests in the Partnership, shall not be transferable (except constitute a Transfer for a transfer purposes of this Warrant Agreement. For the avoidance of doubt, Transfers among BCI Partners or to or among Affiliates of BCI or Affiliates of the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof BCI Partners in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer terms of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who Agreement shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (cpermitted Affiliate Transfers under Section 5.1(b) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinAgreement. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall and any Warrant Shares may not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable sold, transferred, pledged, hypothecated or otherwise disposed of except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares.follows: (bi) This Warrant and the Warrant Shares shall not be transferable (except for to a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlesswho, in the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Act with respect thereto, and then only against receipt of an agreement of such legend may be omitted. In person to comply with the event of any transfer provisions of this Section 6(a) with respect to any resale or other disposition of such securities; or (ii) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. (b) Unless the Warrant (other than a transfer in an offering Shares have been registered under the Securities Act, includingupon exercise of any of the Warrant and the issuance of any of the Warrant Shares, without limitationall certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, a transfer in a registered offering effected pursuant to Section 6AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY." The holder of the Warrant agrees and acknowledges that the Warrant is being purchased for the holder's own account, for investment purposes only, and not for the account of any subsequent transfer)other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The holder further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the holder hereof shall provide an will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable state securities laws or unless, in the opinion of counsel, who shall be reasonably satisfactory counsel for the holder acceptable to the Company, that an exemption from the registration requirements of the Securities Act and such laws is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. The Holder, by the Holder’s acceptance hereof, represents, warrants, covenants, and agrees that: (a) This the Holder is an “accredited investor” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act; (b) the Holder has knowledge of the business and affairs of Company; (c) this Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except issuable upon the conditions specified in exercise of this Section 5, which conditions Warrant are intended, among other things, being acquired for investment and not with a view to ensure compliance with the provisions of distribution hereof; and (c) absent an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission") thereunder (collectively the "Securities “1933 Act"”), in respect of covering the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer disposition of this Warrant or the Warrant Shares in an offering registered under the Securities Actissued or issuable upon exercise of this Warrant, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and and/or the Warrant Shares have not been registered under the Securities Act and that such person is acquiring issued or issuable upon exercise of this Warrant will not be sold, transferred, assigned, hypothecated, or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act otherwise disposed of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to without first providing the Company, such legend may be omitted. In if the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities ActCompany so requests, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide with an opinion of counsel, who shall be reasonably satisfactory to the Company, to the effect that an exemption such sale, transfer, assignment, hypothecation, or other disposal will be exempt from the registration and prospectus delivery requirements of the Securities Act 1933 Act. The Holder consents to the Company making a notation in its records or giving to any transfer agent of the Warrant or the Warrant Shares an order to implement such restriction on transferability. Subject to the foregoing, this Warrant is available. (c) Any permitted subsequent holder transferable and may be assigned or hypothecated from and after the date hereof. Upon surrender of this Warrant shall be subject to all the terms Company at its principal executive offices in California with the Subscription Form annexed hereto duly executed and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availablefunds sufficient to pay any transfer tax, the Company agrees to satisfy shall, without charge, execute and deliver a new Warrant in the current public information requirements name of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act assignee(s) named in such instrument of 1934, as amendedassignment, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144this Warrant shall promptly be canceled.

Restrictions on Transfer. (a) This Warrant No Limited Partner may transfer its interest in the Partnership except with the unanimous written consent of the non-transferring Partners which consent may be withheld in such Partner's sole discretion; provided, however, that prior Partner consent shall not be exercisable by required for (i) a transferee hereof and/or transferable and the Warrant Shares Limited Partner to transfer its interest to an Affiliate (a Limited Partner shall not only be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, required to ensure compliance with the provisions provide prompt notice of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"any such transfer to an Affiliate), or (ii) the transfer by TRST of TRST's interests in respect the Partnership to any person, government, or governmental entity or agency that may be the successor to TRST (or to TRST's investment authority) under state law including the Texas Constitution (TRST shall only be required to provide prompt notice of the exercise and/or any such transfer). Immediately following a transfer of this Warrant and/or transfer of such Warrant Shares.contemplated in Section 12.1(a)(ii) hereof, TRST's successor shall be admitted as a substitute Limited Partner. 37 (b) This Warrant and No Transfer by any Limited Partner of any limited partnership interest hereunder, nor the Warrant Shares substitution of any party as a Limited Partner, shall not be transferable permitted if the actions to be taken in connection with such Transfer will cause (except i) the termination or dissolution of the Partnership, (ii) the Partnership to be classified other than as a partnership for federal income tax purposes, (iii) the Partnership to be treated as a transfer "publicly traded partnership" within the meaning of this Warrant Code Section 7704 or (iv) the Warrant Shares in Partnership to violate any applicable laws or register with any governmental authority if such registration would have an offering registered under adverse effect on the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unlessPartnership. Each assignee of an Interest shall, prior to any transferor upon the effectiveness of such Transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless execute an agreement in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be form reasonably satisfactory to the Company, that an exemption from the registration requirements General Partner under which such assignee shall assume all of the Securities Act is availableobligations of the assigning Partner hereunder and agree to be bound by the terms hereof. Except as provided above, no assignee of an Interest shall become a substitute Limited Partner without the consent of the General Partner and without executing a copy of this Agreement or an amendment hereto in form and substance satisfactory to the General Partner. Prior to the effectiveness of the Transfer, the assignee shall pay to the Partnership all reasonable expenses incurred by the Partnership (including reasonable legal and accounting fees actually incurred by the Partnership directly in connection with the Transfer) in connection with such Transfer. Any substituted Limited Partner admitted to the Partnership pursuant to this Section 12.1 shall have the same rights and responsibilities under this Agreement as such Person's assignor and shall succeed to the Capital Account and balance thereof. (c) Any permitted subsequent holder of this Warrant shall be subject to all The General Partner may not transfer its interest in the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinPartnership. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not be exercisable require such registration or qualification. Any Holder of a Private Certificate shall, and, by a transferee hereof and/or transferable acceptance of such Private Certificate, does agree to, indemnify the Depositor, the Certificate Registrar and the Warrant Shares Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not be transferable except upon a Rule 144A Certificate, a Transferee Agreement, and in any case unless and until the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Certificate, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, or the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of 1933, as amended, and Counsel shall not be obtained at the rules and regulations expense of the Depositor, the Certificate Registrar or the Securities and Exchange Commission (Administrator. Notwithstanding the "Commission") thereunder (collectively foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the "Securities Act"), in respect initial transfer of the exercise and/or Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of this Warrant and/or transfer of the Private Certificates by a broker or dealer, if such Warrant Sharesbroker or dealer was the initial transferee. (b) This Warrant Any Private Certificate sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A to the Trust Agreement added to the forms of such Certificates (each, a “Regulation S Global Security”), which shall be deposited on behalf of the subscribers for such Certificates represented thereby with the Trustee, as custodian for DTC and registered in the name of a nominee of DTC, duly executed and authenticated by the Trustee as hereinafter provided. The aggregate principal amounts of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (c) By acceptance of a Rule 144A Certificate or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder of such a Certificate acknowledges the restrictions on the transfer of such Certificate set forth thereon and agrees that it will transfer such a Certificate only as provided herein. In addition, each Holder of a Regulation S Global Security shall be deemed to have represented and warranted to the Trustee, the Certificate Registrar, the Securities Administrator and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, Depositor and any subsequent transferof their respective successors that: (i) unlesssuch Person is not a U.S. person within the meaning of Regulation S and was, prior to any transferat the time the buy order was originated, outside the holder hereof shall have received from its transferee reasonable assurances United States and (ii) such Person understands that such person is aware that this Warrant and the Warrant Shares Certificates have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Certificates or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Certificates, such Certificates may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is aware a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A, that is purchasing such Certificates for its own account or for the account of a qualified institutional buyer to which notice is given that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof is being made in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant reliance on Rule 144A or (other than a transfer B) in an offering registered under the Securities Act, including, without limitation, a transfer offshore transaction (as defined in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (cRegulation S) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Regulation S, in each case in compliance with the requirements of this Agreement; and it will notify such transferee of the transfer restrictions specified in this Section. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144144A Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. (d) Notwithstanding any provision to the contrary herein, so long as a global security representing any Private Certificate remains outstanding and is held by or on behalf of DTC, transfers of a global security representing any such Certificates, in whole or in part, shall only be made in accordance with this Section 5.05(d). (A) Subject to clauses (B) and (C) of this Section 5.05(d), transfers of a global security representing any Private Certificate shall be limited to transfers of such global security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.

Restrictions on Transfer. (a) This Warrant The Purchaser (i) acknowledges that the Securities are not registered under the Securities Act and that the Securities must be held indefinitely by it unless they are subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Securities under Rule 144 promulgated by the SEC under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for use by the Purchaser for resale of any such Securities and that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as provided in Section 6 hereof, the Company is not obligated to register under the Securities Act any sale, transfer or other disposition of the Securities , (v) is aware that the Company shall not be exercisable by a transferee hereof and/or transferable and required to register the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions transfer of the Securities on the books of the Company unless the Company shall have been provided with an opinion of counsel satisfactory to it prior to such transfer to the effect that registration under the Securities Act or any applicable state securities law has been effected or is not required in connection with the transaction resulting in such transfer, and (vi) is aware that the Securities, and each certificate representing the shares of Common Stock, the Additional Common Stock and any shares of common stock or other securities issued in respect of such shares of Common Stock or shares of Additional Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.3) be stamped or otherwise imprinted with the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended, and the rules and regulations of the Securities and Exchange Commission AS AMENDED (the THE "Commission") thereunder (collectively the "Securities ActSECURITIES ACT"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED TO SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE." (b) This Warrant The restrictions on the transferability of the shares of Common Stock and the Warrant Shares Additional Common Stock shall not be transferable (except for a transfer cease and terminate when such shares of this Warrant or Common Stock and the Warrant Shares in an offering registered under the Securities ActAdditional Common Stock, includingrespectively, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that are proposed to be sold or otherwise disposed of in accordance with an intended method of disposition set forth in the registration statement covering such person is acquiring this Warrant Common Stock and Additional Common Stock required by Section 6.1 or the Warrant Shares for investment only and not with the view to the disposition 6.2 or public offering thereof (unless in an offering registered under the Securities Act any other applicable registration statement, or when such shares of 1933 Common Stock or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof Additional Common Stock are transferable in accordance with the Securities Act unless, in the opinion provisions of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered Rule 144(k) promulgated under the Securities Act, including, without limitation, a . Whenever the restrictions on transfer in a registered offering effected pursuant shall terminate as hereinabove provided with respect to Section 6, and any subsequent transfer)of the shares of Common Stock or Additional Common Stock, the holder hereof of any such shares of Common Stock or Additional Common Stock bearing the legend set forth in paragraph (a) of this Section 3.3 as to which such conditions shall provide an opinion of counsel, who have terminated shall be reasonably satisfactory entitled to receive from the Company, that an exemption from without expense (except for the registration requirements payment of the Securities Act is availableany applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Mortgagor, without the prior written consent of Mortgagee, shall not effect, suffer or permit any Prohibited Transfer (as defined herein). Any merger or consolidation, or any conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest or other encumbrance or alienation (or any agreement to do any of the foregoing) of any of the following properties or interests shall constitute a “Prohibited Transfer”: (i) Mortgagor’s interest in the Land or Property or any part thereof or interest therein, excepting only sales or other dispositions of personal property collateral (“Obsolete Collateral”) no longer useful in connection with the operation of the Land or Property, provided that prior to the sale or other disposition thereof, such Obsolete Collateral has been replaced by personal property collateral of at least equal value and utility which is subject to the lien hereof with the same priority as with respect to the Obsolete Collateral unless such Obsolete Collateral is no longer needed for the operation of Mortgagor’s business; (ii) Any change of ▇▇▇▇▇▇▇▇▇’s manager, without the prior written consent of Mortgagee, not to be exercisable unreasonably withheld; in each case whether any such change, conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest, encumbrance or alienation is effected directly, indirectly (including by a transferee hereof and/or transferable and nominee agreement), voluntarily or involuntarily, by operation of law or otherwise; provided, however, the Warrant Shares foregoing provisions of this section shall not be transferable except upon apply (i) to liens securing the conditions specified Obligations, (ii) the Permitted Encumbrances, or (iii) to the lien of current real property taxes (“Taxes”) not in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharesdefault. (b) This Warrant Mortgagee evaluated the background and the Warrant Shares shall not be transferable (except for a transfer experience of this Warrant or the Warrant Shares in an offering registered under the Securities ActMortgagor, including, without limitation, a transfer in a registered offering effected pursuant to Section 6Village Waterpark, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)Stadium Mortgagor, and that their respective equity owners in owning and operating property such person is aware that as the stock certificates evidencing Land and Property, found it acceptable and relied and continues to rely upon same as the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with means of maintaining the Securities Act unless, value of ▇▇▇▇▇▇▇▇▇’s fee interest in the opinion Property which is, inter alia, Mortgagee’s security for the Security Documents. Mortgagor and Village Waterpark were ably represented by a licensed attorney at law in the negotiation and documentation of counsel to the Company, such legend may be omitted. In the event Waterpark Lease and bargained at arm’s length and without duress of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to kind for all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act")foregoing, and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144including this provision.

Restrictions on Transfer. (a) This Warrant shall not be exercisable 7.1 The Holder, by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5acceptance hereof, which conditions are intendedagrees that, among other things, to ensure compliance absent an effective registration statement filed with the provisions of SEC under the Securities Act of 19331933 Act, as amended, and covering the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer disposition or sale of this Warrant or the Warrant Shares in an offering registered under Common Stock issued or issuable upon exercise hereof or the Securities ActCommon Stock issuable upon conversion thereof, including, without limitation, a transfer in a registered offering effected pursuant to Section 6as the case may be, and any subsequent transfer) unlessregistration or qualification under applicable state securities laws, prior to any such Holder will not sell, transfer, pledge, or hypothecate any or all such Warrants or Common Stock, as the holder hereof shall have case may be, unless either (i) the Company has received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be in form and substance reasonably satisfactory to the Company, to the effect that an such registration under the 1933 Act is not required in connection with such disposition or (ii) the sale of such securities is made pursuant to Rule 144 under the 1933 Act or pursuant to some other applicable exemption from registration. 7.2 In addition to the registration requirements foregoing restrictions on transfer, this Warrant may not be transferred by the Holder without the prior written consent of the Securities Act is available. Company, which consent may not be unreasonably withheld. In the event of a transfer to which the Company has previously consented in writing, this Warrant and all rights hereunder may be transferred by the Holder upon delivery of the form of Assignment attached hereto as Exhibit 2 (c) Any permitted subsequent the “Assignment”), duly executed by the Holder, surrender of this Warrant properly endorsed at the address of the Company set forth herein and payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any partial transfer, the Holder and Company will cause to be issued and delivered to the Holder a new Warrant or Warrants with respect to the portion of this Warrant not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall be subject to all have been so endorsed, the terms and conditions herein, and shall acknowledge, person in writing, upon receipt possession of this Warrant his or her acceptance of may be treated by the terms Company, and conditions herein. (d) To facilitate sales by all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however that until a holder transfer of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by is duly registered on the Commission under books of the Securities Act, if availableCompany, the Company agrees to satisfy may treat the current public information requirements of said Rule 144, for as long Holder hereof as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require owner for compliance with the provisions of said Rule 144all purposes.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its his transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, limitation a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant Warrant, his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not has been issued subject to investment representations of the original Holder hereof and may be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified transferred or exchanged only in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this applicable state securities laws and in compliance with the restrictions on transfer provided in the Agreement. The transferee shall be bound, as the original Holder by the same representations and terms described herein and under the Agreement. This Warrant or the and any Warrant Shares for investment only and may not with the view be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (i) to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such a person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlesswho, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than is a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant person to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of whom this Warrant or the Warrant Shares in transactions qualifying under Rule 144 promulgated by may legally be transferred without registration and without the Commission delivery of a current prospectus under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedwith respect thereto, and the rules and regulations then only against receipt of the Commission thereunder (collectively the "Exchange Act"), and an agreement of such person to provide said holder upon request with such other information as such holder may require for compliance comply with the provisions of said Rule 144this Section 6(a) with respect to any resale or other disposition of such securities; or (ii) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. (b) Unless the Warrant Shares have been registered under the Act, or exempt from registration, upon exercise of any of the Warrant and the issuance of any of the Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT."

Restrictions on Transfer. (a) This Warrant Except as set forth in Section 4.1 of the Membership Interest Purchase Agreement and in Article IV hereof, prior to the earlier of (i) the Expiration Date and (ii) the date that is the six-month anniversary of the date hereof, each Stockholder agrees that it shall not be exercisable by a transferee hereof and/or transferable and Transfer any Company Securities. If the Warrant Shares Expiration Date shall not have occurred prior to the date that is the six-month anniversary of the date hereof, each Stockholder agrees that, until the Expiration Date, it shall not Transfer any Company Securities except for any Transfer from any Stockholder to one or more of its respective Permitted Transferees. The exception in the forgoing sentence is subject to the condition that any Permitted Transferee execute the agreement referred to in Section 2.2. The provisions of this Agreement shall be transferable except upon applied to the conditions specified Company Securities acquired by any Permitted Transferee of a Stockholder in the same manner and to the same extent as such provisions were applicable to such Company Securities in the hands of such Stockholder. Any reference in this Section 5, which conditions are intended, among other things, Agreement to ensure compliance with the provisions of the Securities Act of 1933, as amended, Stockholders shall be deemed to include each Stockholder and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharesits respective Permitted Transferees. (b) This Warrant and Prior to the Warrant Shares shall not be transferable Expiration Date, each Stockholder agrees that it will not, directly or indirectly, Transfer any Company Securities unless such Transfer is made (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected i) pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered an effective registration statement under the Securities Act and that such person is acquiring this Warrant qualified under applicable state securities or the Warrant Shares for investment only and not with the view to the disposition blue sky laws or public offering thereof (unless in an offering registered ii) without registration under the Securities Act and qualification under applicable state securities or blue sky laws, as a result of 1933 or exempt therefrom)the availability of an exemption from registration and qualification under such laws, and that such person is aware that Stockholder shall have furnished to the stock certificates evidencing the Warrant Shares shall bear other Stockholders, with a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel copy to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant certificate to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableeffect. (c) Any permitted subsequent holder purported Transfer of any Company Securities or any economic benefit or interest therein in violation of this Warrant Agreement shall be subject to all the terms null and conditions hereinvoid ab initio, and shall acknowledgenot create any obligation or liability of the issuer of such Company Securities to the purported transferee, and any Person purportedly acquiring any Company Securities or any economic benefit or interest therein transferred in writing, upon receipt violation of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by Agreement shall not be entitled to be recognized as a holder of such Company Securities and shall have no rights under this Warrant Agreement. In the case of an attempted Transfer of any Company Securities or Warrant Shares any economic benefit or interest therein in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availableviolation of this Agreement, the parties engaging or attempting to engage in such Transfer shall indemnify and hold harmless the issuer of such Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules other Investors from all cost, liability and regulations damage that any of such indemnified persons may incur (including incremental tax liability and attorneys' fees and expenses) as a result of such attempted Transfer or Transfer and the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions enforcement of said Rule 144this indemnity.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and In exchange for the Warrant Shares shall not be transferable except upon granted hereunder, the conditions specified Restricted Stockholder agrees that, notwithstanding anything to the contrary in this Section 5Agreement, until December 31, 2012, the Restricted Stockholder will not, without the prior written consent of the Corporation, offer, sell, transfer, contract to sell, or otherwise dispose of (or enter into any transaction which conditions are intendedis designed to, among other thingsor might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to ensure compliance cash settlement or otherwise) by the Restricted Stockholder or any person in privity with the provisions Restricted Stockholder), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 19331934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any of the Shares, or publicly announce an intention to effect any such transaction, except as permitted by paragraphs (the "Commission") thereunder (collectively the "Securities Act"b), in respect of the exercise (c) and/or transfer of this Warrant and/or transfer of such Warrant Shares(d) below. (b) This Warrant The restrictions on transfer of the Shares in paragraph (a) above shall not apply to the transfer of any shares either during the Restricted Stockholder’s lifetime or by gift, will or intestate succession, to an immediate family of the Restricted Stockholder or to transfers to a trust the beneficiaries of which are exclusively the Restricted Stockholder and/or a member or members of the Restricted Stockholder’s immediate family; provided, however, that in any transfer pursuant to this clause it shall be a condition to such transfer that (i) the transferee executes and delivers to the Warrant Corporation an agreement in form satisfactory to the Corporation in its sole discretion stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Shares except in accordance with this Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be transferable required by law (except for a transfer including without limitation the disclosure requirements of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (c) The Restricted Stockholder further agrees that such person is aware that any subsequent resale or distribution of the stock certificates evidencing Shares by the Warrant Shares Restricted Stockholder shall bear a legend restricting transfer and disposition thereof be made only in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6the Exchange Act, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinother applicable law. (d) To facilitate sales by a holder The restrictions on transfer of the Shares in paragraph (a) of this Warrant Section 3 shall lapse upon the first to occur of (i) a termination of the Restricted Stockholder’s employment with the Corporation due to a “Termination Without Cause” or Warrant Shares “Non-Renewal” (as such terms are defined in transactions qualifying under Rule 144 promulgated the Third Amended and Restated Employment Agreement, dated as of May 24, 2007, by and between the Commission under Restricted Stockholder and the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, Corporation (as amended, and the rules and regulations “Employment Agreement”)), (ii) a termination due to Restricted Stockholder’s employment on account of the Commission thereunder Restricted Stockholder’s death or Disability (collectively as defined in the "Exchange Act"Employment Agreement), and to provide said holder upon request with such other information or (iii) a Change of Control of the Corporation (as such holder may require for compliance with defined in the provisions of said Rule 144Employment Agreement).

Restrictions on Transfer. Developer represents and agrees for itself and its successors and assigns (except as so authorized by the provisions of this Agreement) that it shall not, prior to the completion of the Project transfer Developer’s interest in the Property or any portion thereof and/or this Agreement, or suffer to be made or created, any total or partial assignment, sale, transfer, or encumbrance of this Agreement (excluding a collateral assignment of this Agreement in connection with any financing for the Project) (hereinafter, collectively known as “Transfer”) in any other mode or form or with respect to this Agreement without first obtaining the prior written approval of the CRA, which approval the CRA may withhold in its sole and absolute discretion. The CRA, in its determination of whether to approve a Transfer, shall be entitled to require, as conditions to granting any such prior approval, that: (a) This Warrant Any proposed successor Developer shall not be exercisable by a transferee hereof and/or transferable have the business experience and reputation, development track record and sufficient financial capacity to carry out the Warrant Shares shall not be transferable except upon obligations under this Agreement, as determined, in the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions sole discretion of the Securities Act CRA. If proposed successor developer is an entity, proof of 1933, existence and good standing from the state of origination as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shareswell as Florida shall be required. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares Any proposed successor Developer, by instrument in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably writing satisfactory to the CompanyCRA, that an exemption from the registration requirements in its sole discretion, and in recordable form, shall, for itself and its successors and assigns expressly assume all of the Securities Act obligations of the successor Developer under this Agreement with respect to the interest assigned and shall agree to abide by and be subject to all of the terms, conditions, obligations, reservations and restrictions to which the transferor Developer is availablesubject. As part of the Transfer, the Developer and proposed successor thereto shall deliver an assignment and assumption agreement (“Assignment Agreement”) in a form and substance satisfactory to the CRA and its legal counsel which shall contain an indemnification and hold harmless provision by the Developer in favor of the CRA and the successor to Developer for any liabilities and obligations as the Developer under this Agreement prior to the date of the Assignment Agreement. (c) Any permitted subsequent holder of this Warrant There shall be subject submitted to the CRA for review all instruments and other legal documents reasonably necessary to review compliance with this Section 13. A copy of the terms instruments and conditions hereinother legal documents, including the Assignment Agreement, shall be provided the CRA for review and shall acknowledgeapproval at least thirty (30) days prior to being executed by Developer and the proposed successor to Developer. The CRA agrees to diligently proceed with and complete its review and approval as soon as possible, but in writing, upon no event sooner than fifteen (15) days after receipt of this Warrant his or her acceptance of the terms such instruments and conditions hereindocuments. (d) To facilitate sales by a holder Developer shall pay the CRA the actual costs of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated time and materials incurred by the Commission CRA in conjunction with the CRA review and prior written approval of any Assignment Agreement under the Securities Actthis Agreement, if available, the Company agrees including instruments and other legal documents which costs shall not exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) which amount shall be paid in advance with a reconciliation to satisfy the current public information requirements be made after review and approval of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations any Assignment Agreement. The payment of the Commission thereunder Twenty Five Thousand and 00/100 Dollars (collectively $25,000.00) by the "Exchange Act"), and Developer shall be a prerequisite to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144CRA obligation to review any proposed Transfer Assignment Agreement.

Restrictions on Transfer. Each Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 9.7 and 9.8 of the applicable Loan Agreement; provided, that in the event any Lender assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements, such Lender shall deliver to the Agent a copy of any such assignment agreement or other documents referenced in Section 9.8 of the applicable Loan Agreement. If any assignment of a Lender’s interest pursuant to Section 9.8 of the applicable Loan Agreement is made at such time that a Lease Event of Default shall have occurred and be continuing, then the Lessee shall pay (aas Supplemental Rent) This Warrant shall the expenses incurred in connection with such assignment. The Lessor may, subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents but only with the prior written consent of the Agent and (provided, no Lease Default or Lease Event of Default has occurred and is continuing) with the consent of the Lessee (which consent may not be exercisable by a transferee hereof and/or transferable unreasonably withheld or delayed), directly or indirectly, assign, convey, appoint an agent with respect to enforcement of, or otherwise transfer any of its right, title or interest in or to the Property, the Lease and the Warrant Shares other Operative Agreements (including any right to indemnification thereunder), or any other document relating to the Property or any interest in the Property as provided in the Lease. Any such transfer by the Lessor shall not be transferable except upon only to an Eligible Lessor. It is hereby agreed that it would be reasonable for the conditions specified Lessee to withhold its consent to any such assignment by Lessor if and to the extent such assignment would, in this Section 5the commercially reasonable judgment of the Lessee, which conditions are intended, among other things, materially impair the Lessee’s ability to ensure compliance with achieve its desired accounting treatment regarding the transactions evidenced by the Operative Agreements. The provisions of the Securities Act of 1933, as amended, and immediately preceding sentence shall not apply to the rules and regulations obligations of the Securities and Exchange Commission (Lessor to transfer the "Commission") thereunder (collectively Property to the "Securities Act"), in respect of Lessee or a third party purchaser pursuant to the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant Lease or the Warrant Shares in an offering registered under Agency Agreement upon payment for the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof Property in accordance with the Securities Act unless, in terms and conditions of the opinion Lease or the Agency Agreement. No Credit Party may assign any of counsel the Operative Agreements or any of their respective rights or obligations thereunder or with respect to the CompanyProperty in whole or in part to any Person without the prior written consent of the Agent, such legend may be omittedthe Mortgage Lenders, the Credit Lenders and the Lessor. In Notwithstanding the event foregoing (or any provision in any of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant Operative Agreements to Section 6, and any subsequent transferthe contrary), the holder hereof Lenders shall provide an opinion of counsel, who shall be reasonably satisfactory have the right to the Company, that an exemption from the registration requirements of the Securities Act is availabletransfer their respective interests or grant a security interest in such interests to any Affiliate or other Lender or to a Federal Reserve bank. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. The Holder, by the Holder's acceptance hereof, represents, warrants, covenants, and agrees that: (a) This the Holder is an “accredited investor” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act; (b) the Holder has knowledge of the business and affairs of Company; (c) this Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except issuable upon the conditions specified in exercise of this Section 5, which conditions Warrant are intended, among other things, being acquired for investment and not with a view to ensure compliance with the provisions of distribution hereof; and (c) absent an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission") thereunder (collectively the "Securities 1933 Act"), in respect of covering the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer disposition of this Warrant or the Warrant Shares in an offering registered under the Securities Actissued or issuable upon exercise of this Warrant, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and and/or the Warrant Shares have not been registered under the Securities Act and that such person is acquiring issued or issuable upon exercise of this Warrant will not be sold, transferred, assigned, hypothecated, or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act otherwise disposed of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to without first providing the Company, such legend may be omitted. In if the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities ActCompany so requests, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide with an opinion of counsel, who shall be reasonably satisfactory to the Company, to the effect that an exemption such sale, transfer, assignment, hypothecation, or other disposal will be exempt from the registration and prospectus delivery requirements of the Securities Act 1933 Act. The Holder consents to the Company making a notation in its records or giving to any transfer agent of the Warrant or the Warrant Shares an order to implement such restriction on transferability. Subject to the foregoing, this Warrant is available. (c) Any permitted subsequent holder transferable and may be assigned or hypothecated from and after the date hereof. Upon surrender of this Warrant shall be subject to all the terms Company at its principal executive offices in California with the Subscription Form annexed hereto duly executed and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availablefunds sufficient to pay any transfer tax, the Company agrees to satisfy shall, without charge, execute and deliver a new Warrant in the current public information requirements name of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act assignee(s) named in such instrument of 1934, as amendedassignment, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144this Warrant shall promptly be canceled.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "“Commission"”) thereunder (collectively the "“Securities Act"”), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof Holder shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof Holder shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "“Exchange Act"”), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. Each Founder agrees that it ----------- ------------------------ or he will not, without the prior written consent of two-thirds-in-interest of the Investors, Transfer all or any portion of the Shares now owned or hereafter acquired by it or him, except in connection with, and strictly in compliance with the conditions of, any of the following (along with any other applicable restrictions): (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable Transfers effected pursuant to Sections 3.2, 3.3, 3.4 and the Warrant Shares shall not be transferable except upon the conditions specified 3.4A, in this Section 5, which conditions are intended, among other things, to ensure compliance each case made in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares.procedures set forth therein; (b) This Warrant Transfers by any Founder to his spouse or children or to a trust of which he is the settlor, provided that any such trust -------- does not require or permit distribution of such Shares during the term of this Agreement unless the beneficiaries are bound by the terms of this Agreement, and provided further that the Warrant Shares Transferee shall have -------- ------- entered into an enforceable written agreement consented to by two- thirds-in-interest of the Investors, which consent shall not be transferable unreasonably withheld, providing that all Shares so Transferred shall continue to be subject to all provisions of this Agreement as if such Shares were still held by such Founder, except that no further Transfer shall thereafter be permitted hereunder except in compliance with Sections 3.2, 3.3, 3.4 and 3.4A; and (c) Transfers upon the death of any Founder to his heirs, executors or administrators or to a trust under his will or Transfers between such Founder and his guardian or conservator, provided that -------- the Transferee shall have entered into an enforceable written agreement consented to by two-thirds-in-interest of the Investors, which consent shall not be unreasonably withheld, providing that all Shares so Transferred shall continue to be subject to all provisions of this Agreement as if such Shares were still held by Founder, except for that no further Transfer shall thereafter be permitted hereunder except in compliance with Sections 3.2, 3.3, 3.4 and 3.4A. Any permitted Transferee described in the preceding clauses (b) or (c) shall be referred to herein as a "Permitted Transferee." Anything to the contrary in this Agreement notwithstanding, Permitted Transferees shall take any Shares so Transferred subject to all provisions of this Agreement as if such Shares were still held by the Transferring Founder, whether or not they so agree with the transferor and/or the Company. Without limitation of the foregoing, in connection with any otherwise permitted transfer of this Warrant shares of capital stock that are restricted shares and are subject to any stock restriction agreement, any transferee of any such shares shall agree in writing to be bound by the terms of any such stock restriction or the Warrant Shares in an offering registered under the Securities Actsimilar agreement, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant repurchase or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablesimilar right contained therein. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the The Warrant Shares shall not be transferable except upon offered, sold or transferred unless either (i) they first shall have been registered under the conditions specified in this Section 5Act and any applicable state securities laws, which conditions are intendedor (ii) the Company first shall have been furnished with an opinion of legal counsel, among other thingssatisfactory to the Company, to ensure compliance with the provisions effect that such offer, sale or transfer is exempt from the registration requirements of the Act and any applicable state securities laws. (b) Each Warrant and certificate representing Warrant Shares shall bear a legend substantially in the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall may not be transferable (except for a transfer of this Warrant offered, sold or the Warrant Shares in an offering otherwise transferred, pledged or hypothecated unless and until such securities are registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, such act and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant applicable state securities laws or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, Company is obtained to the effect that an exemption such registration is not required.” The foregoing legend shall be removed from the registration requirements certificates representing any Warrant Shares, at the request of the Securities Act is availableholder thereof, at such time as they become eligible for resale pursuant to Rule 144 under the Act. (c) Any permitted subsequent holder The Company will maintain a register containing the name and address of the Holder of this Warrant shall be subject Warrant. The Holder may change the Holder’s address as shown on the warrant register by written notice to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinCompany requesting such change. (d) To facilitate sales Except as provided herein, this Warrant and all rights hereunder are personal to the Holder, is exercisable only by a holder the Holder, and no rights granted hereunder may be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise). Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Warrant or of such rights contrary to the provisions hereto, or upon the levy of any attachment or similar process upon this Warrant Shares or such rights, this Warrant and such rights shall, at the election of the Company, become null and void. Notwithstanding the foregoing, in transactions qualifying under Rule 144 promulgated the event of the death of the Holder, this Warrant may be exercised by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations estate of the Commission thereunder (collectively Holder, or by any person or persons who acquired the "Exchange Act")right to exercise such Warrant by bequest or inheritance or by reason of the death of the Holder and, and to provide said holder upon request with in such other information as case, such holder may require for compliance with person or persons shall be deemed the provisions of said Rule 144“Holder” or “Holders” hereunder.

Restrictions on Transfer. The Mortgagor, without the prior written consent of the Bank, shall not effect, suffer or permit any Prohibited Transfer (as defined herein). (a) This Warrant Any conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest or other encumbrance or alienation (or any agreement to do any of the foregoing) of any of the following properties or interests shall constitute a “Prohibited Transfer”: (i) The Property or any part thereof or interest therein, excepting only sales or other dispositions of Collateral no longer useful in connection with the operation of the Property (“Obsolete Collateral”), provided that prior to the sale or other disposition thereof, such Obsolete Collateral has been replaced by Collateral of at least equal value and utility which is subject to the lien hereof with the same priority as with respect to the Obsolete Collateral; (ii) Ownership or control of the Mortgagor, unless permitted under the Loan Documents; in each case whether any such conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest, encumbrance or alienation is effected directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the foregoing provisions of this section shall not be exercisable apply (i) to the lien of current taxes and assessments not in default, or (ii) to leases permitted by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions terms of the Securities Act of 1933Loan Documents, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharesif any. (b) This Warrant and In determining whether or not to make the Warrant Shares shall not be transferable (except for a transfer of loan secured by this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transferMortgage, the holder hereof shall have received Bank evaluated the background and experience of the Mortgagor in owning and operating property such as the Property, found it acceptable and relied and continues to rely upon same as the means of maintaining the value of the Property which is the Bank’s security for the Obligations. The Mortgagor further recognizes that any secondary junior financing placed upon the Property (i) may divert funds which would otherwise be used to pay the Obligations; (ii) could result in acceleration and foreclosure by any such junior encumbrancer which would force the Bank to take measures and incur expenses to protect its security; (iii) would detract from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under value of the Securities Act and that such person is acquiring this Warrant or Property should the Warrant Shares for investment only and not Bank come into possession thereof with the view intention of selling same; and (iv) would impair the Bank’s right to accept a deed in lieu of foreclosure, as a foreclosure by the Bank would be necessary to clear the title to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in Property. In accordance with the Securities Act unlessforegoing and for the purposes of (a) protecting the Bank’s security, in the opinion both of counsel to the Company, such legend may be omitted. In the event repayment and of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements value of the Securities Act is available. Property; (b) giving the Bank the full benefit of its bargain and contract with the Mortgagor; (c) Any permitted subsequent holder keeping the Property free of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availablesubordinate financing liens, the Company Mortgagor agrees to satisfy the current public information requirements of said Rule 144that if this section is deemed a restraint on alienation, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144that it is a reasonable one.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, limitations a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant Warrant, his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable All certificates representing Common Stock of Purchaser and the Warrant Shares shall not be transferable except upon the conditions specified deliverable to any Shareholder pursuant to this Agreement and any certificates subsequently issued with respect thereto or in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission substitution therefor (the "Commission") thereunder (collectively the "Securities Act"), including any shares issued or issuable in respect of any such shares upon any stock split, stock dividend, recapitalization, conversion or similar event) shall be stamped or otherwise imprinted with legends in the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharesfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A LEGAL OPINION IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. THE TRANSFER RESTRICTIONS APPLICABLE TO THESE SHARES ARE BINDING ON TRANSFEREES OF THESE SHARES. (b) This Warrant and The shares comprising the Warrant Shares shall Share Payment will not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected . (c) No Shareholder shall be permitted to sell or otherwise dispose of any of the shares comprising the Share Payment pursuant to Section 6this Agreement, and any subsequent transfer) unless, prior to any transfer, unless the holder hereof shall have received from its transferee reasonable assurances that resale of such person is aware that this Warrant and the Warrant Shares have not shares has been registered under the Securities Act and that such person is acquiring this Warrant by the Purchaser or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in Purchaser receives an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the unqualified written opinion of counsel reasonably acceptable to it stating that the Company, proposed transfer of such legend shares may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered effected without registration under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by Purchaser shall be entitled to impose "stop-transfer" orders with the Commission under the Securities Act, if available, the Company agrees transfer agent for its Common Stock to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with enforce the provisions of said Rule 144this Section 6.1. (e) Each Shareholder agrees not to sell or otherwise transfer or dispose of any shares of Purchaser Common Stock deliverable to pursuant to this Agreement unless the transferee agrees to be bound by the restrictions of this Section 6.1. 6.2

Restrictions on Transfer. A Member shall not at any time Transfer its Membership Interest except in accordance with the conditions and limitations set out in this ARTICLE IX. Without the approval of the Board, no Member shall Transfer less than all of its Membership Interest to any Person. During the [***] period beginning on the Effective Date (athe “Initial Term”), except for Permitted Transfers, no Member shall Transfer its Membership Interest without the approval of the Board. At no time, either during the Initial Term or thereafter, shall any Member Transfer its Membership Interest to a Person who is a Competitor without the approval of the Board. Any Transfer of a Membership Interest in the Company that is permissible under this ARTICLE IX shall be effective to give the Transferee the right to receive the share of income, losses, and distributions to which the Transferee would otherwise be entitled if the Transferee were a Member (the “Assignee’s Rights”) This Warrant but shall not be exercisable by effective to admit the Transferee as a transferee hereof and/or transferable Member of the Company. A Transferee who does not become a Member of the Company under this ARTICLE IX shall have no right to exercise the voting rights of the Transferred Membership Interest, no right to examine the books or records of the Company, and no other rights of any kind whatsoever except the Warrant Shares Assignee’s Rights. Any Transferee other than in connection with a Permitted Transfer shall not be transferable except admitted as a Member of the Company only upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of following requirements: [***] Confidential treatment has been requested for the Securities Act of 1933, as amended, bracketed portions. The confidential redacted portion has been omitted and the rules and regulations of filed separately with the Securities and Exchange Commission Commission. (a) In the "Commission") thereunder event the Transfer is during the Initial Term, furnishing the Company with written evidence of the Majority Approval of the Board, approving the admission of the Transferee as a new Member, setting forth the Capital Contribution required of such new Member (collectively the "Securities Act"if any), in respect of setting forth the exercise and/or transfer of this Warrant and/or transfer Percentage Interest of such Warrant Shares.new Member, and setting forth any terms or conditions of such new Member’s membership not already provided in this Agreement; (b) This Warrant and Furnishing to the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in Company an offering registered under the Securities Actagreement, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be form reasonably satisfactory to the CompanyBoard, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall such Transferee to be subject to bound by all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein.of this Agreement; (c) If so requested by the Board, registration of such Membership Interest under the applicable federal and state securities laws and regulations or furnishing of an opinion of counsel satisfactory to the Board that such registration is not required; (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, Providing the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information instruments, executed by Transferor or Transferee where appropriate, as the Board may deem necessary or desirable to effect such holder admission; and (e) Paying of such reasonable expenses as the Company may require for incur in connection with the admission of such new Member. Notwithstanding anything to the contrary in this Agreement, the following shall be permitted without approval of the Board or any other Member (each, a “Permitted Transfer”): (i) the direct or indirect grant of any security interest in any Membership Interest, pursuant to any pledge or security agreement any Member may enter into with lenders; provided, however, that such grant shall not be to a Competitor; provided further that, if requested by a lender to the Company, each Member shall cause any such direct pledge made by such Member to be expressly and fully subordinated to the lenders to the Company and such Member shall obtain from its pledgee customary forms of subordination agreement requested from time to time by the Company’s lenders evidencing such subordination; (ii) any Transfer in connection with any foreclosure or other exercise of remedies in respect of any Membership Interest subject to a security interest referred to in the foregoing clause (i); and (iii) any Transfer to a Permitted Transferee, and, in the cases of clauses (ii) and (iii), such Person shall be admitted as a Member with respect to the Transferred Membership Interest, and shall be able to exercise all rights associated with the Transferred Membership Interest, upon compliance with Section 9.01, without the provisions approval of said Rule 144the Board required under Section 9.01(a).

Restrictions on Transfer. (a) This Warrant shall not be exercisable In the event that any Investor entertains a bona fide offer to purchase all or any portion of the Convertible Notes held by such Investor (a transferee hereof and/or transferable “Note Offer”) from any Third Party (a “Buyer”), such Investor (a “Transferring Noteholder”) may Transfer such Convertible Notes only pursuant to and in accordance with the Warrant Shares shall not be transferable except upon the conditions specified in following provisions of this Section 5, which conditions are intended, among 3.2(a). (i) The Transferring Noteholder shall cause the Note Offer and all of the terms thereof to be reduced to writing and shall promptly notify the other things, Investor (the “ROFR Investor”) of such Transferring Noteholder’s desire to ensure compliance effect the Note Offer and otherwise comply with the provisions of this Section 3.2(a) (such notice, the Securities Act “ROFR Notice”). The Transferring Noteholder’s ROFR Notice shall constitute an irrevocable offer to sell all but not less than all of 1933the Convertible Notes that are the subject of the Note Offer (the “ROFR Notes”) to the ROFR Investor at a purchase price equal to the price contemplated by, and on the same terms and conditions of, the Note Offer. The ROFR Notice shall be accompanied by a true copy of the Note Offer (which shall identify the Buyer and all relevant information in connection therewith). (ii) At any time within fifteen (15) days after receipt by the ROFR Investor of the ROFR Notice (the “ROFR Period”), the ROFR Investor (or any of its Affiliates) may elect to accept the offer to purchase with respect to all but not less than all of the ROFR Notes and shall give written notice of such election (the “ROFR Acceptance Notice”) to the Transferring Noteholder within the ROFR Period. The ROFR Acceptance Notice shall constitute a valid, legally binding and enforceable agreement for the sale and purchase of the ROFR Notes. (iii) In the event that the ROFR Investor does not elect (together with its Affiliates) to purchase all of the ROFR Notes pursuant to Section 3.2(a)(ii), during the sixty (60)-day period following the expiration of the ROFR Period the Transferring Noteholder may sell all of the ROFR Notes to the Buyer on the terms and conditions set forth in the Note Offer; provided, that, as amendeda condition to the consummation of such Transfer, the Buyer executes and delivers to the rules Company and regulations each Investor (other than the Investor effecting such Transfer) an agreement assuming the obligations of an Investor set forth in this Agreement in form and substance reasonably satisfactory to the Company and each such Investor. If the Transferring Noteholder does not consummate the Transfer of the Securities ROFR Notes to the Buyer in accordance with this Section 3.2(a)(iii) within such sixty (60)-day period, then the Note Offer shall be deemed to lapse and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), any Transfer pursuant to such Note Offer shall be in respect violation of the exercise and/or transfer provisions of this Warrant and/or transfer Section 3.2(a) unless the Transferring Noteholder sends a new ROFR Notice and once again complies with the provisions of this Section 3.2(a) with respect to such Warrant SharesNote Offer. (b) This Warrant In the event that any Investor proposes to Transfer, in one or more transactions, all or any portion of such Investor’s Investor Shares (excluding the Convertible Notes), such Investor (the “Transferring Investor”) shall first offer such Investor Shares (the “Offered Shares”) to the other Investor (the “Offeree Investor”) in accordance with this Section 3.2(b); provided, that in no event shall a Transferring Investor be required to offer the Offered Shares to the Offeree Investor if such Offered Shares (together with all other Investor Shares Transferred by such Investor in the preceding twelve (12)-month period) constitute less than the lesser of (x) 4.99% of the Outstanding Stock and (y) ten percent (10%) of the Warrant Investor Shares held by such Investor immediately prior to any such Transfer. (i) The Transferring Investor shall not be transferable provide written notice to the other Investor of such Transferring Investor’s desire to Transfer the Offered Shares, specifying in reasonable detail the terms and conditions as to such Transfer (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, the number of Offered Shares and the purchase price therefor) (such notice, the “Offer Notice”). The Offer Notice shall constitute an irrevocable offer to sell all but not less than all of the Offered Shares to the other Investor on the terms and conditions set forth in the Offer Notice. (ii) At any time within thirty (30) days after receipt by the Offeree Investor of the Offer Notice (the “Option Period”), the Offeree Investor (or any of its Affiliates) may elect to accept the offer to purchase with respect to all but not less than all of the Offered Shares and shall give written notice of such election (the “Acceptance Notice”) to the Transferring Investor within the Option Period. The Acceptance Notice shall constitute a transfer in a registered offering effected valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares. (iii) In the event that the Offeree Investor does not elect (together with its Affiliates) to purchase all of the Offered Shares pursuant to Section 63.2(b)(ii), during the one hundred twenty (120)-day period following the expiration of the Option Period the Transferring Investor may sell all or any portion of the Offered Shares to one or more Third Parties at a price not less than ninety-five percent (95%) of the price specified in the Offer Notice and otherwise on the terms and conditions set forth in the Offer Notice; provided, that, if following such Transfer (and any subsequent transferrelated or contemporaneous acquisition of Beneficial Ownership by such Third Party of any shares of Common Stock, Other Capital Stock or Convertible Notes), any such Third Party will Beneficially Own five percent (5%) unlessor more of the Outstanding Stock, prior to any transfer, the holder hereof such Third Party shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view (A) be reasonably acceptable to the disposition or public offering thereof Offeree Investor and (unless in an offering registered under B) comply with Section 3.2(c) below. If the Securities Act Transferring Investor does not consummate the Transfer of 1933 or exempt therefrom), and that such person is aware that any of the stock certificates evidencing the Warrant Offered Shares shall bear a legend restricting transfer and disposition thereof in accordance with this Section 3.2(b)(iii) within such one hundred twenty (120)-day period, then the Securities Act unless, in Transferring Investor may not Transfer such Offered Shares unless it sends a new Offer Notice and once again complies with the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer provisions of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant Section 3.2(b) with respect to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablesuch Offered Shares. (c) Any permitted subsequent holder No Investor shall Transfer any Investor Shares to any Third Party unless (i) upon consummation of such Transfer and any related or contemporaneous acquisition of Beneficial Ownership by such Third Party of any shares of Common Stock, Other Capital Stock or Convertible Notes, such Third Party Beneficially Owns less than five percent (5%) of the Outstanding Stock or (ii) as a condition to the consummation of such Transfer, such Third Party executes and delivers to the Company and each Investor (other than the Investor effecting such Transfer) an agreement assuming the obligations of an Investor set forth in this Agreement in form and substance reasonably satisfactory to the Company and each such Investor; provided, that, it is agreed and acknowledged that the rights of each Investor set forth in Section 3.1 of this Warrant Agreement are personal to such Investor and no Investor shall be subject to all the terms and conditions hereinTransfer, and shall acknowledgedelegate or assign, whether in writingconnection with any sale of any Investor Shares or otherwise, upon receipt any right of such Investor under Section 3.1 of this Warrant his Agreement to another Investor or her acceptance to any Third Party. Except as set forth in the preceding sentence, all other rights of each Investor set forth in this Agreement may be Transferred to the terms and conditions hereinThird Party to which the Investor Shares are being Transferred. (d) To facilitate sales Notwithstanding anything herein to the contrary the restrictions on transfer in this Section 3.2 shall not apply to any Transfer by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Actan Investor to its Affiliates; provided, if available, that such Affiliate executes and delivers to the Company agrees and each Investor (other than the Investor effecting such Transfer) an agreement assuming the obligations of an Investor set forth in this Agreement in form and substance reasonably satisfactory to satisfy the current public information requirements of said Rule 144Company and each such Investor. (e) Any purported Transfer, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, delegation or assignment not in conformity with this Section 3.2 shall be null and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144void ab initio.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and By acceptance of this Warrant, the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer Holder of this Warrant and/or agrees, prior to any transfer or attempted transfer of such Warrant or the related Warrant Shares, to give written notice to the Corporation of such Holder's intention to affect such transfer. The notice shall descr▇▇▇ ▇▇e manner and circumstances of the proposed transfer in detail and shall contain an undertaking by the Holder to furnish such other information as may be required to enable the Corporation's counsel to render the opinions referred to below, and shall give the identity and address of the Holder's counsel. By acceptance of this Warrant, the Holder agrees to bear the reasonable expense of the Corporation's counsel for delivery of all additional opinions requested by the Holder, if any (whether such opinions would permit the proposed transfer or not). The Holder shall submit a copy of the notice to the counsel designated in the notice and the Corporation shall submit a copy thereof to its counsel, and the following provisions shall apply: (1) If, in the opinion of both the Corporation's and the Holder's counsel, the proposed transfer of the Warrant or Warrant Shares may be effected without registration of the Warrant or Warrant Shares under the Securities Act, the Corporation shall, as promptly as practicable, so notify the Holder who will then be entitled to transfer the Warrant or Warrant Shares in accordance with the terms of the notice delivered by the Holder to the Corporation. (b2) This If, in the opinion of either the Corporation's or the Holder's counsel, the proposed transfer of the Warrant or Warrant Shares may not be effected without registration of the Warrant or Warrant Shares under the Securities Act, the Corporation shall, as promptly as practicable, so notify the Holder, and the Warrant Shares Corporation shall not be transferable (obligated to effect the proposed transfer, except for a transfer of this Warrant or the Warrant Shares in pursuant to an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Until the expiration or earlier termination of the Standstill Period, the Subscriber will not Transfer any Securities; provided, however, that the Subscriber shall not be exercisable permitted to Transfer any portion or all of its Securities, at any time under the following circumstances: (i) Transfers to any of its Affiliates, but only upon notice in writing to the Company and provided the transferee agrees in writing for the benefit of the Company (in form and substance reasonably satisfactory to the Company) to be bound by a the terms and conditions of this Agreement and if the transferee hereof and/or transferable and the Warrant Shares transferor agree for the express benefit of the Company that the transferee shall not Transfer Securities so Transferred back to the transferor at or before such time the transferee ceases to be transferable except upon an Affiliate of the conditions specified transferor. (ii) Transfers that have been approved in this Section 5, which conditions are intended, among other things, writing by the Board. (iii) Transfers made pursuant to ensure compliance the Withdrawal Right (such term as is defined in the Global Access Agreement) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesGlobal Access Agreement. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transferNotwithstanding Subsection 6.2(a), the holder hereof shall have received from Subscriber may transfer up to 15% of the aggregate Securities held by the Subscriber and its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof Affiliates in each quarterly period. (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. c) In the event of any transfer Transfer by the Subscriber of its Securities, the Subscriber shall notify the Company in writing of such Transfer. Additionally, in the event of any Transfer by the Subscriber to an Affiliate of Subscriber, the pledgee, transferee or donee shall furnish the Company with a written agreement to be bound by the provisions of this Warrant (other than a transfer in an offering registered under Agreement, including but not limited to the Securities Act, including, without limitation, a transfer in a registered offering effected provisions applicable to the Subscriber pursuant to this Section 6, and 6 (the “Transferee Agreement”). In addition to any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to other conditions set forth in this Agreement or as otherwise required by the Company, that such Transfer to an exemption from Affiliate of Subscriber shall not be valid unless and until the registration requirements Company receives the Transferee Agreement. After the effectiveness of the Securities Act is available. (c) Any permitted subsequent holder Transfer, such pledgee, transferee or donee shall be treated as the “Subscriber” for purposes of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinAgreement. (d) To facilitate sales by a holder For purposes of this Warrant Section 6.2, “Transfer” by any Person means directly or Warrant Shares indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any securities beneficially owned by such Person or of any interest (including any voting interest) in transactions qualifying under Rule 144 promulgated any securities beneficially owned by such Person. For the Commission under the Securities Actavoidance of doubt, if available, the Company agrees to satisfy the current public information requirements a transfer of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations control of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with direct or indirect beneficial ownership of securities is a Transfer of such other information as such holder may require securities for compliance with the provisions purposes of said Rule 144this Agreement.

Restrictions on Transfer. (a) This Warrant shall not be exercisable The Holder acknowledges that he has been advised by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware Company that this Warrant and the shares of Common Stock (the "Warrant Shares Shares") issuable upon exercise thereof (collectively the "Securities") have not been registered under the Securities Act of l933, as amended (the "Securities Act"), that the Warrant is being issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act relating to transactions by an issuer not involving any public offering, and that the Company's reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and the Company shall not be required to give any effect to any such person sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is acquiring registered under the Securities Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule l44 under the Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant or and will acquire the Warrant Shares Securities for his own account for investment only and not with the a view to the disposition sale or public offering distribution thereof (unless in an offering or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the securities shall bear the following legend: "These securities have not been registered under the Securities Act of 1933 l933. Such securities may not be sold or exempt therefrom)offered for sale, and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlesstransferred, hypothecated or otherwise assigned in the absence of an effective registration statement with respect thereto under such Act or an opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, Company that an exemption from the registration requirements of the Securities Act for such sale, offer, transfer, hypothecation or other assignment is availableavailable under such Act. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. Except as otherwise provided in this Agreement, Employee may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the Restricted Shares or the rights granted hereunder (a) This Warrant any such disposition or encumbrance being referred to herein as a “transfer”). Any transfer or purported transfer by Employee of any of the Restricted Shares shall be null and void and the Company shall not be exercisable by a transferee hereof and/or transferable recognize or give effect to such transfer on its books and records or recognize the Warrant person to whom such purported transfer has been made as the legal or beneficial holder of such shares. The Restricted Shares shall not be transferable except upon subject to execution, attachment or other process and no person shall be entitled to exercise any rights of Employee as the conditions specified in this Section 5holder of such Restricted Shares by virtue of any attempted execution, which conditions are intended, among attachment or other things, to ensure compliance with process until the provisions restrictions imposed herein on the transfer of the Securities Act Restricted Shares lapse as provided in paragraph 3 or 5 hereof. All certificates representing the Restricted Shares shall have endorsed thereon the following legend: “The shares represented by this certificate are subject to restrictions on transfer set forth in a Restricted Stock Award Agreement dated as of 1933, as amended, between the Company and the rules and regulations registered holder, a copy of which is on file at the principal office of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect Company. Any transfer or purported transfer of the exercise and/or transfer of shares represented by this Warrant and/or transfer certificate in violation of such Warrant SharesRestricted Stock Award Agreement shall be null and void. ” Employee may request the removal of such legend from certificates representing any Restricted Shares as to which the restrictions imposed herein on the transfer thereof shall have lapsed as provided in paragraph 3 or 5 hereof. Employee (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Actlegal representative, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transferestate or heirs of Employee) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view promptly deliver to the disposition or public offering thereof (unless in an offering registered under Company the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant representing any Restricted Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions which have been forfeited as set forth herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not be exercisable require such registration or qualification. Any Holder of a Private Certificate shall, and, by a transferee hereof and/or transferable acceptance of such Private Certificate, does agree to, indemnify the Depositor, the Certificate Registrar and the Warrant Shares Securities Administrator against any liability that may result if any transfer of such Certificates by such Holder is not exempt from registration under the Securities Act and all applicable state securities laws or is not made in accordance with such federal and state laws. Neither the Depositor, the Certificate Registrar nor the Securities Administrator is obligated to register or qualify any Private Certificate under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without such registration or qualification. Neither the Certificate Registrar nor the Securities Administrator shall register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Securities Administrator with an agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer (a “QIB Certificate”), or, if the Private Certificate to be transferred is not be transferable except upon a Rule 144A Certificate, a Transferee Agreement, and in any case unless and until the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance transfer otherwise complies with the provisions of this Section 5.05. If so provided in the Trust Agreement, the prospective transferee will be deemed to have provided a QIB Certificate upon acceptance of the Certificate. If a proposed transfer does not involve a Rule 144A Certificate, the Securities Administrator or the Certificate Registrar shall require that the transferor and transferee certify as to the factual basis for the registration exemption(s) relied upon, and if the transfer is made within two years of the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of 1933, as amended, and Counsel shall not be obtained at the rules and regulations expense of the Depositor, the Certificate Registrar or the Securities and Exchange Commission (Administrator. Notwithstanding the "Commission") thereunder (collectively foregoing, no QIB Certificate, Transferee Agreement or Opinion of Counsel shall be required in connection with the "Securities Act"), in respect initial transfer of the exercise and/or Private Certificates and no Opinion of Counsel shall be required in connection with the transfer of this Warrant and/or transfer of the Private Certificates by a broker or dealer, if such Warrant Sharesbroker or dealer was the initial transferee. (b) This Warrant Any Private Certificate sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibit A to the Trust Agreement added to the forms of such Certificates (each, a “Regulation S Global Security”), which shall be deposited on behalf of the subscribers for such Certificates represented thereby with the Trustee, as custodian for DTC and registered in the name of a nominee of DTC, duly executed and authenticated by the Trustee as hereinafter provided. The aggregate principal amounts of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided. (c) By acceptance of a Rule 144A Certificate or a Regulation S Global Security, whether upon original issuance or subsequent transfer, each Holder of such a Certificate acknowledges the restrictions on the transfer of such Certificate set forth thereon and agrees that it will transfer such a Certificate only as provided herein. In addition, each Holder of a Regulation S Global Security shall be deemed to have represented and warranted to the Trustee, the Certificate Registrar, the Securities Administrator and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, Depositor and any subsequent transferof their respective successors that: (i) unlesssuch Person is not a U.S. person within the meaning of Regulation S and was, prior to any transferat the time the buy order was originated, outside the holder hereof shall have received from its transferee reasonable assurances United States and (ii) such Person understands that such person is aware that this Warrant and the Warrant Shares Certificates have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)Act, and that (x) until the expiration of the 40-day distribution compliance period (within the meaning of Regulation S), no offer, sale, pledge or other transfer of such Certificates or any interest therein shall be made in the United States or to or for the account or benefit of a U.S. person (each as defined in Regulation S), (y) if in the future it decides to offer, resell, pledge or otherwise transfer such Certificates, such Certificates may be offered, resold, pledged or otherwise transferred only (A) to a person which the seller reasonably believes is aware a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A, that is purchasing such Certificates for its own account or for the account of a qualified institutional buyer to which notice is given that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof is being made in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant reliance on Rule 144A or (other than a transfer B) in an offering registered under the Securities Act, including, without limitation, a transfer offshore transaction (as defined in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (cRegulation S) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Regulation S, in each case in compliance with the requirements of this Agreement; and it will notify such transferee of the transfer restrictions specified in this Section. The Depositor (or, upon direction of the Depositor, the Securities Administrator, which directions shall specify the information to be provided, and at the expense of the Depositor or the Securities Administrator) shall provide to any Holder of a Rule 144144A Certificate and any prospective transferee designated by such Holder information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule 144A Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. (d) Notwithstanding any provision to the contrary herein, so long as a global security representing any Private Certificate remains outstanding and is held by or on behalf of DTC, transfers of a global security representing any such Certificates, in whole or in part, shall only be made in accordance with this Section 5.05(d). (A) Subject to clauses (B) and (C) of this Section 5.05(d), transfers of a global security representing any Private Certificate shall be limited to transfers of such global security, in whole or in part, to nominees of DTC or to a successor of DTC or such successor’s nominee.

Restrictions on Transfer. Prior to any transfer or attempted transfer of Restricted Shares other than the sale of such shares pursuant to registration under the Securities Act, the Shareholders agree to give written notice to Parent of its intention to effect such transfer. The notice shall describe the manner and circumstances of the proposed transfer in detail and shall contain an undertaking to furnish such other information as may be required to enable Parent's counsel to render the opinions referred to below, and shall give the identity and address of the Shareholders' counsel. Parent shall promptly submit a copy of the notice to its counsel, and the following provisions shall apply: (a) This Warrant shall not If, in the opinion of the Parent's counsel or counsel to the Shareholders which is reasonably satisfactory to the Parent, the proposed transfer may be exercisable by a transferee hereof and/or transferable effected without registration Kori ▇▇▇eement and Plan of Merger//Page 61 70 of the Warrant Restricted Shares shall not under the Securities Act, Parent shall, as promptly as practicable, so notify the Shareholders who will then be transferable except upon entitled to transfer the conditions specified Parent Common Stock in this Section 5, which conditions are intended, among other things, to ensure compliance accordance with the provisions terms of the Securities Act of 1933, as amended, and notice delivered by the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesShareholders to Parent. (b) This Warrant If, in the opinion of the Parent's counsel or counsel to the Shareholders which is reasonably satisfactory to the Parent, the proposed transfer of the Parent Common Stock may not be effected without registration under the Securities Act, Parent shall, as promptly as practicable, so notify the Shareholders, and the Warrant Shares Shareholders shall not be transferable (allowed to effect the proposed transfer except for a transfer of this Warrant or the Warrant Shares in pursuant to an offering registered under the Securities Act. (c) The Shareholders understand and agree that except as set forth in the Registration Rights Agreement or any similar agreement or this Agreement, including, without limitation, Parent is not obligated to furnish a registration statement under the Act or any state securities laws covering the Restricted Shares nor is Parent under any obligation to aid the Shareholders in obtaining any exemption from any such registration requirements. Each Shareholder also acknowledges that they shall be responsible for compliance with all conditions of transfer of the Restricted Shares imposed by any administrator of any state and for the fees of their counsel. Parent shall be responsible for the fees and expenses incurred by Parent for legal or accounting services in a registered offering connection with reviewing such proposed transfer and issuing opinions in connection therewith. (d) The Shareholders understand and agree that transfer of the Restricted Shares may be effected pursuant to Section 6only on the books of Parent, and that stop transfer instructions will be issued to the transfer agent of Parent Common Stock in accordance with the legend on any subsequent transfer) unless, prior to certificate representing the Restricted Shares. The transfer agent will not remove the legend from any transfer, certificate representing the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and Restricted Shares without either registration of the Warrant Restricted Shares have not been registered under the Securities Act and that such person is acquiring this Warrant applicable state securities laws or an opinion of the Warrant Shares for investment only and not with the view Parent's counsel or counsel to the disposition or public offering thereof (unless in an offering registered Shareholders which is reasonably satisfactory to the Parent stating that the transfer of the Restricted Shares is exempt from such registration requirements by reason of Rule 144(k) under the Securities Act or other exemption. (e) The foregoing restrictions on transfer of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Restricted Shares shall bear a legend restricting transfer and disposition thereof in accordance with terminate as to any Shareholder as soon as the provisions of Rule 144(k) under the Securities Act unless(or any successor rule) become available to such Shareholder and Parent shall at that time, in the opinion of counsel to the Company, such legend may be omitted. In the event upon request of any Shareholder, cause Parent's transfer agent to reissue certificates to such Shareholder not containing any legend relating to resales of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, unregistered securities. Kori ▇▇▇eement and any subsequent transfer), the holder hereof shall provide an opinion Plan of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.Merger//Page 62 71 ARTICLE 8

Restrictions on Transfer. The right of the Shareholder and its Affiliates to directly or indirectly, in any single transaction or series of related transactions, sell, assign, pledge, hypothecate or otherwise transfer (or enter into any Contract or other obligation regarding the future sale, assignment, pledge or transfer of) (each, a “Transfer”) any Shares is subject to the restrictions set forth in this Article 2, and no Transfer of Shares by the Shareholder or any of its Affiliates may be effected except in compliance with this Article 2 and in accordance with all applicable Laws; provided, that, for the avoidance of doubt, a “Transfer” shall not include any direct or indirect transfer of the equity securities of the Shareholder or Shareholder Parent or any issuance of equity securities by the Shareholder or Shareholder Parent so long as such transfer or issuance is not intended to circumvent the transfer restrictions contained in this Article 2. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and shall not be recorded on the stock transfer books of the Company or any local custodian or transfer agent. (a) This Warrant Until the expiration of the Lock-Up Period, the Shareholder shall not be exercisable directly or indirectly, in any single transaction or series of related transactions, Transfer any Shares without the prior written consent of the Company, other than the following Transfers (each, a “Lock-Up Period Permitted Transfer”): (i) a Transfer of Shares in response to a tender or exchange offer by any Person or a transferee hereof and/or transferable and Third Party Acquisition that has been approved or recommended by the Warrant Board of Directors; (ii) a Transfer of Shares shall not be transferable except upon to the conditions specified in this Section 5Company or a Subsidiary of the Company; (iii) a Transfer of Shares to a Permitted Transferee, which conditions are intended, among other thingsso long as such Permitted Transferee, to ensure compliance with the provisions of the Securities Act of 1933extent it has not already done so, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act")executes a customary joinder to this Agreement, in respect of form and substance reasonably acceptable to the exercise and/or transfer Company, in which such Permitted Transferee agrees to be bound by the terms of this Warrant and/or transfer Agreement as if such Permitted Transferee was an original party hereto; (iv) a Transfer required by Law; (v) a Transfer of such Warrant SharesShares that has been approved in advance by the Board of Directors or a duly authorized committee thereof; (vi) a Transfer of Shares pursuant to Section 5.5; and (vii) a Transfer of Shares in connection with which the Shareholder’s rights under this Agreement are assigned to the transferee pursuant to Section 8.6(b)(i). (b) This Warrant Following the Lock-Up Period, the Shareholder shall be entitled to Transfer any Shares in its sole discretion, provided that the Shareholder shall not directly or indirectly, in any single transaction or series of related transactions, Transfer any Shares: (i) other than in accordance with all applicable Laws and the Warrant Shares other terms and conditions of this Agreement; (ii) to a Person who has filed or is part of a “group” (as defined in Section 13(d) of the Exchange Act) that has filed a Schedule 13D with the SEC in respect of Common Stock; provided, that such restriction shall not be transferable apply if the Shareholder provides the Company with prior written notice of such intended Transfer at least one (except for 1) Business Day prior to the completion of such Transfer; provided, further, that such restriction shall not apply to Transfers (a) into the public market pursuant to a transfer of this Warrant or bona fide, broadly distributed public offering, in each case made pursuant to the Warrant Shares in an offering registered registration rights herein, (b) through a bona fide sale into the public market without registration effectuated pursuant to Rule 144 under the Securities Act, includingor (c) in connection with a merger, without limitationtender offer or exchange offer or other business combination, acquisition of assets or similar transaction or any change of control transaction involving the Company; or (iii) to a transfer in a registered offering effected Company Competitor; provided, that such restriction shall not apply to Transfers (a) into the public market pursuant to Section 6a bona fide, and any subsequent transfer) unlessbroadly distributed public offering, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view in each case made pursuant to the disposition or registration rights herein, (b) through a bona fide sale into the public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel market without registration effectuated pursuant to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered Rule 144 under the Securities Act, includingor (c) in connection with a merger, without limitationtender offer or exchange offer or other business combination, a transfer in a registered offering effected pursuant to Section 6, and acquisition of assets or similar transaction or any subsequent transfer), the holder hereof shall provide an opinion change of counsel, who shall be reasonably satisfactory to control transaction involving the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of Nothing in this Warrant Agreement shall prevent the Shareholder or its Representatives from entering into discussions with the Company or one or more financial institutions in connection with a Lock-Up Period Permitted Transfer or an offering to be subject effected pursuant to all Section 5.4 and Section 5.5 after the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance end of the terms and conditions hereinLock-up Period, provided that such discussions are not publicly disclosed. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall The Option being granted hereunder may not be exercisable by sold, transferred or otherwise disposed of, except through its exercise under the terms and conditions of this Agreement, until a transferee hereof and/or transferable period of at least three (3) years shall have elapsed from the date of this Agreement.. (b) Optionee represents that he is acquiring this Option pursuant to the Restricted Plan, for investment purposes only, and not with a view to the Warrant Shares shall distribution or public offering thereof. Optionee agrees that he will not be transferable except upon make any sale, transfer, pledge, hypothecation, encumbrance or other disposition of this Option, unless and until (i) such Option is registered pursuant to an effective registration statement filed in accordance with the conditions specified Securities Act of 1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in this Section 5, which conditions are intended, among other thingsform and substance to it, to ensure compliance with the provisions effect that such sale or other disposition may be made without registration under the then applicable rules of the Securities Act of 1933, as amended, 1933 and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablepromulgated thereunder. (c) Any permitted subsequent holder of Neither this Warrant Option, nor the underlying shares prior to the exercise, shall be subject transferable, except by Will or pursuant to all the terms laws of descent and conditions hereindistribution. This Option may be exercised during Optionee's lifetime only by him, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance the death of the terms Optionee, only for (i) the period ending December 31, 1995, or (ii) the period ending six (6) months following appointment and conditions hereinqualification of his Executor or legal representative, whichever period shall be later. Neither this Option, nor the underlying shares prior to exercise, may be pledged, hypothecated, or otherwise used as collateral to secure the payment of any debt. (d) To facilitate sales by a holder of this Warrant or Warrant Shares If the Optionee's employment is terminated for Cause (as defined in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations Section 11(c) of the Commission thereunder Employment Agreement) or the Optionee unjustifiably resigns (collectively i.e. for reasons other than those permitted under Section 11(a) of the "Exchange Act"Employment Agreement), and to provide said holder upon request with this Option shall remain exercisable for a period of at least three (3) years from the date of such other information as such holder may require for compliance with termination. As per the provisions Employment Agreement which shall control, regardless of said Rule 144any conflicting terms set forth elsewhere in this Option or in the Restricted Plan.

Restrictions on Transfer. (a) This Warrant Until the closing of the Restructuring, each Consenting Lender agrees that, as long as this Agreement has not terminated in accordance with its terms, it shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified sell, transfer, assign or otherwise dispose of any Claims, or any option thereon or any right or interest (voting or otherwise) in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions any or all of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission its Claims (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, any participation therein), or any shares of Worldwide, unless (i) the transferee, participant or other party (A) is a transfer Consenting Lender, (B) is an affiliate of a Consenting Lender that complies with the requirement of clause (C), or (C) agrees in writing to assume and be bound by all of the terms of this Agreement with respect to all Claims and / or shares of Worldwide such transferee, participant or other party currently holds or shall acquire in the future by executing the Joinder attached hereto as Exhibit B (such transferee, participant or other party, if any, is also deemed to be a registered offering effected pursuant to Section 6“Consenting Lender” hereunder), and (ii) the transferor complies with any subsequent applicable transfer restrictions and/or conditions to transfer set forth herein and in the PIK Credit Agreement and the existing shareholders’ agreement, as applicable. Any Consenting Lender who sells, transfers, assigns or otherwise disposes of any Claims shall concurrently sell, transfer) unless, assign or otherwise dispose of a proportionate share of its shares of Worldwide to the same transferee, participant or other party to which it transferred Claims. Any Consenting Lender who sells, transfers, assigns or otherwise disposes of any shares of Worldwide shall concurrently sell, transfer, assign or otherwise dispose of a proportionate share of its Claims to the same transferee, participant or other party to which it transferred shares of Worldwide. If a transferee of any of the Claims and/or shares of Worldwide is not a Consenting Lender and does not execute a Joinder in substantially the form attached hereto as Exhibit B, as applicable, prior to any or relatively contemporaneously with the completion of such sale, transfer, participation or other disposition, then such sale, transfer, assignment or other disposition or related option, right or interest shall be deemed void ab initio. This Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims or shares of Worldwide; provided, however, that any such additional holdings shall automatically be deemed to be subject to all of the holder hereof shall have received from its transferee reasonable assurances terms of this Agreement and each such Consenting Lender agrees that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant additional holdings shall be subject to all this Agreement and that it shall vote (or cause to be voted) any such additional holdings in a manner consistent with this Agreement. Subject to the terms and conditions hereinof any order of any court, each Consenting Lender agrees to provide to counsel for the Company and shall acknowledgethe other Consenting Lender(s) (i) a copy of any Joinder and (ii) a notice of the acquisition of any additional Claims and/or shares of Worldwide, in writing, upon receipt of this Warrant his or her acceptance each case within five (5) business days of the terms and conditions herein. (d) To facilitate sales by consummation of the transaction disposing of, or acquiring, Claims and/or shares of Worldwide. Notwithstanding the foregoing, any transferee lender that specifies in the documentation executed in connection with the transfer of all or any of its Claims that it is acting as a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated “Riskless Principal,” as such term is defined by the Commission under Loan Syndications and Trading Association in its Standard Terms and Conditions for Distressed Trade Confirmations shall not be required to execute the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for Joinder annexed hereto as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request Exhibit B in connection with such other information transfer; provided, however, that any subsequent transferee lender of such “Riskless Principal” shall be required to execute the Joinder annexed hereto as such holder may require for compliance with the provisions of said Rule 144.Exhibit B.

Restrictions on Transfer. (a) This Warrant For purposes of this Agreement, the Collateral Interest shall be treated as Subject Certificates under Section 6.15. At no time shall the aggregate number of Private Holders with respect to the Collateral Interest exceed 10 or such greater number as to which Transferor shall consent in writing. Any purported transfer, assignment or other conveyance (including any participation) of the Collateral Interest in contravention of the foregoing restriction shall be null and void ab initio and the purported transferor shall continue to be treated as the holder of such Collateral Interest and the purported transferee shall not be exercisable recognized as a Collateral Interest Holder by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesTransferor or Trustee. (b) This Warrant and the Warrant Shares shall The Class A Certificates have not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6been, and any subsequent transfer) unlesswill not be, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or any state securities law. No reoffer, resale, pledge (except as provided in the Warrant Shares for investment only and not with the view Asset Purchase Agreement) or other transfer of any Class A Certificate or any interest therein or participation thereof subsequent to the disposition initial purchase from Transferor will be made unless such resale or public offering thereof (unless in an offering registered transfer is made pursuant to Rule 144A under the Securities Act to a Person whom the seller of 1933 the Certificates reasonably believes is a QIB purchasing for its own account or exempt therefrom)a QIB purchasing for the account of a QIB, and that such person is aware whom the seller has informed, in each case, that the stock certificates evidencing reoffer, resale, pledge or other transfer is being made in reliance on Rule 144A and Transferor delivers a Certificate in the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with form of Exhibit E hereto. Neither Transferor nor Trustee is obligated to register the Class A Certificates under the Securities Act unless, in or to take any action otherwise required under this Agreement or this Series Supplement to permit the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, Class A Certificates without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableregistration. (c) Any permitted subsequent holder of this Warrant Each Class A Certificate will bear legends substantially in the forms set forth below: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN A CERTIFICATE PURCHASE AGREEMENT RELATING HERETO. THE HOLDER OF THIS CLASS A CERTIFICATE SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT ACQUIRING THE CERTIFICATE WITH THE PLAN ASSETS OF AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO TITLE I OF ERISA, A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH SUCH ENTITY A "BENEFIT PLAN"). THIS CERTIFICATE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO TRUSTEE THAT THE RESTRICTIONS ON TRANSFER SET FORTH ABOVE HAVE BEEN COMPLIED WITH, ALL AS PROVIDED IN THE AGREEMENT." (d) The Collateral Interest shall be subject to all the terms and conditions herein, and shall acknowledge, restrictions on transfer set forth in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinLoan Agreement. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable The Holder acknowledges that he has been advised by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware Company that this Warrant and the shares of Common Stock (the “Warrant Shares Shares” and collectively with this Warrant, the “Securities”) have not been registered under the Securities Act and Act, that such person is acquiring this Warrant or the Warrant Shares for investment only is being issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by Section 4(2) of the Act relating to transactions by an issuer not with the view to the disposition or involving any public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)offering, and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company’s reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer)or is otherwise familiar with, the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements nature of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated limitations imposed by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Commission thereunder (collectively the "Exchange Act")Securities shall be valid or effective, and the Company shall not be required to provide said holder upon request give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is registered under the Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Act or such other information as sale, assignment, or transfer is otherwise exempt from registration under the Act. The Holder represents and warrants that he has acquired this Warrant and will acquire the Warrant Shares for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such holder may require for compliance with interest or granting any participation therein. The Holder acknowledges that the provisions of said Rule 144.securities shall bear the following legend:

Restrictions on Transfer. (a) This Warrant Without the prior written consent of State Farm: (i) Mortgagor shall not create, effect, contract for, commit or consent to, nor shall Mortgagor suffer or permit any sale, conveyance, transfer, assignment, collateral assignment, lien, other than Contested Liens as defined and permitted in Section 3.5 of this Mortgage, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation (or any agreement to do any of the foregoing) of the Premises, or any interest therein or title thereto, (excepting, however, the sale or other disposition of Collateral (as hereinafter defined) no longer useful in connection with the operation of the Premises ("Obsolete Collateral"), provided, however, that prior to the sale or other disposition of Obsolete Collateral, such Obsolete Collateral shall have been replaced by Collateral of at least equal value and utility which is subject to the first and prior lien of this Mortgage); or (ii) Mortgagor shall not fail to pay when the same shall become due all lawful claims and demands of mechanics, materialmen, laborers, and others which, if unpaid, might result in or permit the creation of a lien on the Real Estate or Improvements, or on the Rents arising therefrom and/or Mortgagor shall not fail to pay or otherwise discharge (by bond or otherwise) any mechanic's, materialmen's or laborer's lien filed on the Real Estate or Improvements, or on the Rents arising therefrom, within fifteen (15) days from the filing of the same or when Mortgagor receives actual notice that such lien has been filed, whichever shall last occur; or (iii) if the Mortgagor is a land trustee ("Trustee Mortgagor"), any beneficiary of the Mortgagor shall not create, effect, contract for, commit or consent to, or shall suffer or permit, any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation of such beneficiary's beneficial interest in the Mortgagor; or (iv) if the Mortgagor is a corporation or limited liability company, or if any corporation or limited liability company is a beneficiary of a Trustee Mortgagor, any shareholder of such corporation or limited liability company shall not create, effect, contract for, commit or consent to, or shall suffer or permit any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation of any such shareholder's shares of such corporation or limited liability company (provided, however, that if such corporation or limited liability company is a corporation or limited liability company whose stock is publicly traded on a national securities exchange or on the "Over The Counter" market, then this subparagraph (iv) shall be inapplicable); or (v) if the Mortgagor is a partnership or joint venture or if any beneficiary of a Trustee Mortgagor is a partnership or joint venture, any general partner or joint venturer in such partnership or joint venture shall not create, effect, contract for, commit or consent to, suffer, or permit any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest, or other hypothecation, encumbrance or alienation of any part of the partnership interest or joint venture interest, as the case may be, of such general partner or joint venturer (provided, however, that if such general partner or joint venturer is a corporation whose stock is publicly traded on a national securities exchange or on the "Over the Counter" market, then this subparagraph (v) shall be inapplicable); or (vi) there shall not be exercisable any change in control (by way of transfers of stock ownership, partnership interests, or otherwise) in any corporation, limited liability company or partnership constituting or included within the Mortgagor which directly or indirectly controls any corporation, limited liability company or partnership constituting or included within the Mortgagor that results in a transferee material change in the identity of the person(s) in control of such entity; (provided, however, if such entity is a corporation whose stock is publicly traded on a national securities exchange or on the "Over the Counter" market, then this subparagraph (vi) shall be inapplicable). (b) It is expressly provided, however, that the foregoing provisions of this Section 3.11 shall not apply (i) to transfers of limited partnership interests in the Mortgagor, (ii) to liens securing the Indebtedness, or (iii) to the lien of current Taxes not in default. The provisions of this Section 3.11 shall be operative with respect to, and shall be binding upon, any persons who, in accordance with the terms hereof and/or transferable and or otherwise, shall acquire any part of or interest in or encumbrance upon the Warrant Shares Premises, or such beneficial interest in, share of stock of, or partnership or joint venture interest in the Mortgagor or any beneficiary of a Trustee Mortgagor. Any waiver by State Farm of the provisions of this Section 3.11 shall not be transferable except deemed to be a waiver of the right of State Farm in the future to insist upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure strict compliance with the provisions of this Section 3.11. (c) Except as otherwise provided in this Section 3.11, upon the Securities Act sale or transfer of 1933(i) all or any part of the Premises, as amendedor (ii) all or any part of the beneficial interest in Mortgagor (if Mortgagor is not a natural person or persons but is a corporation, limited liability company, partnership, trust or other legal entity) (the person or entity to whom or which all or any part of the Premises have been so sold or transferred, being the "Transferee"), without the prior written consent of State Farm, State Farm may, at State Farm's option, declare all of the sums secured by this Mortgage to be immediately due and payable. State Farm's consent to any such transfer, if given at all, shall be given only if and when the Transferee's creditworthiness and management ability are satisfactory to State Farm, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act")proposed Transferee has executed, in respect of the exercise and/or transfer of this Warrant and/or transfer of prior to any proposed sale or transfer, a written assumption agreement containing such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Actterms as State Farm may require, including, without limitation, a transfer an increase in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered rate of interest payable under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinNote. (d) To facilitate sales by In the event of a holder sale, transfer or assignment to which State Farm has consented and, as a condition to such consent, has required an increase in the rate of interest payable under the Note, Mortgagor shall have the right, for a period of ninety (90) days from the date of State Farm's written notification to Mortgagor of such rate increase, to prepay the Loan at par plus accrued interest. (e) Notwithstanding the foregoing provisions of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availableSection 3.11, the Company agrees to satisfy the current public information requirements Original Mortgagor (for purposes of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, this subparagraph (e) and the rules and regulations of the Commission thereunder subparagraph (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.f) below

Restrictions on Transfer. (a) This Warrant The Employee hereby agrees that the ------------------------ Subject Stock shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in following terms and conditions: 4.1 The Employee hereby represents and warrants to CCI that he is acquiring the opinion of counsel Subject Stock for investment and not with a view to the Company, such legend may be omitted. In the event of effecting any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6resale or distribution thereof, and that he will not in any subsequent transfer)event sell, pledge or otherwise transfer or encumber the holder hereof shall provide Subject Stock or any portion thereof (whether voluntarily, by operation of law, by bequest or otherwise) unless and until CCI receives an opinion of counsel, who shall be from legal counsel in form and substance reasonably satisfactory to it that the Companyproposed transfer of Subject Stock would not violate the provisions of any applicable federal or state securities law or any provisions of this Agreement. 4.2 The Employee hereby agrees that he will not make or purport to make, that an exemption from except to CCI, any sale, pledge, or transfer (whether voluntarily, by operation of law, by bequest or otherwise) of Unvested Subject Stock. 4.3 Anything contained in this Agreement to the registration requirements contrary notwithstanding, no restriction or prohibition shall apply to a pledge of Subject Stock to Continental Cablevision Investments, Inc. to secure a Promissory Note of the Securities Act is availableEmployee. (c) Any permitted subsequent holder of this Warrant 4.4 In order to make these restrictions effective, each stock certificate or other document representing or evidencing the Subject Stock shall be have written or endorsed thereon the following legend: "The stock or securities represented or evidenced hereby are subject to all the terms and conditions hereinof a certain Restricted Stock Purchase Agreement between Continental Cablevision, Inc. and the person to whom this stock or securities were issued, and shall acknowledge, may not be transferred in writing, upon receipt absence of this Warrant his or her acceptance of the compliance with said terms and conditions hereinconditions." (d) To facilitate sales by a holder 4.5 CCI shall not record on its books any transfer of ownership of Subject Stock which violates the restrictions set forth in this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144Agreement.

Restrictions on Transfer. (a) This Warrant Without the prior written consent of State Farm: (i) Mortgagor shall not create, effect, contract for, commit or consent to, nor shall Mortgagor suffer or permit, any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest or other hypothecation, encumbrance or alienation (or any agreement to do any of the foregoing) (the foregoing being herein collectively, called a "Transfer") of the Secured Property, or any interest therein or title thereto (excepting, however, the sale or other disposition of Collateral (as defined in Section 6.1) no longer useful in connection with the operation of the Secured Property ("Obsolete Collateral"); provided, however, that prior to the sale or other disposition of Obsolete Collateral, such Obsolete Collateral shall have been replaced by Collateral of at least equal value and utility which is subject to the first and prior lien of this Mortgage, and further provided that nothing herein shall affect Mortgagor’s rights with respect to Contested Liens; (ii) Mortgagor shall not fail to pay when the same shall become due all lawful claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in or permit the creation of a lien on the Real Estate or Improvements or on the Rents arising therefrom except as permitted under Section 3.5; (iii) if Mortgagor is a land trustee ("Trustee Mortgagor"), any beneficiary of Mortgagor shall not Transfer such beneficiary’s beneficial interest in Mortgagor, it being specifically agreed that such beneficiary may not obtain mezzanine financing secured by beneficiary’s beneficial interest or otherwise; (iv) if Mortgagor or any beneficiary of a Trustee Mortgagor is a corporation or limited liability company, any shareholder of such corporation or member of such limited liability company shall not Transfer any such shareholder’s shares of such corporation or member’s membership interest in such limited liability company (provided, however, that if such corporation is a corporation whose stock is publicly traded on a national securities exchange or on the "Over The Counter" market, this subsection (iv) shall be inapplicable), it being specifically agreed that any such shareholder or member may not obtain mezzanine financing secured by such shareholder’s shares or member’s membership interest or otherwise; (v) if Mortgagor or any beneficiary of a Trustee Mortgagor is a partnership or joint venture, any general partner of such partnership or joint venturer of such joint venture shall not Transfer any such general partner’s interest in such partnership or joint venturer’s interest in such joint venture, it being specifically agreed that any such general partner or joint venturer may not obtain mezzanine financing secured by such partner’s partnership interest or joint venturer’s joint venture interest or otherwise; or (vi) there shall not be exercisable any change in control (by way of Transfers of stock ownership, membership interests, partnership interests or otherwise) in any corporation, limited liability company or partnership constituting or included within Mortgagor which directly or indirectly controls any corporation, limited liability company or partnership constituting or included within Mortgagor that results in a transferee change in the identity of the Person(s) in control of such entity. Loan No.14707 (b) The foregoing provisions of this Section 3.11 shall not apply (i) to liens securing the Indebtedness; or (ii) to the lien of current Taxes not in default. The provisions of this Section 3.11 shall be operative with respect to, and shall be binding upon, any Person who, in accordance with the terms hereof and/or transferable or otherwise, shall acquire any part of or interest in or encumbrance upon the Secured Property, or such beneficial interest (whether stock, membership interest, partnership or joint venture interest or other beneficial interest) in Mortgagor or any beneficiary of a Trustee Mortgagor. Any waiver by State Farm of the provisions of this Section 3.11 must be in writing and the Warrant Shares shall not be transferable except deemed to be a waiver of the right of State Farm in the future to insist upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure strict compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesSection 3.11. (bc) This Warrant Upon the Transfer, without the prior written consent of State Farm, of (i) all or any part of the Secured Property; or (ii) any beneficial interest in Mortgagor if such Transfer is prohibited by Section 3.11 above, State Farm may, at its option, declare all of the sums secured by this Mortgage to be immediately due and payable. (d) Notwithstanding anything contained herein to the Warrant Shares contrary, prior written consent shall not be transferable required for any Transfer of an interest in Mortgagor by any partner, member or shareholder, as applicable, of Mortgagor where such Transfer: (except i) results from death; (ii) is a Transfer made among the present partners, members or shareholders, as applicable; or (iii) which is made to immediate family members (spouses and children) or family trusts solely for the benefit of such family members for estate planning purposes. Any such Transfer shall be subject to the following conditions: (i) Except for death, thirty (30) days prior written notice of such proposed Transfer shall be delivered to State Farm, together with (A) a transfer description of this Warrant the proposed sale or Transfer, including a description of the Warrant Shares nature and amount(s) of beneficial ownership interests proposed to be sold or transferred and a description of who owns the remainder not being transferred; (B) documentation related to the proposed transferee as required by State Farm in its sole and absolute discretion including, without limitation, organizational documents, certificates of existence and final ownership allocations; (C) copies of the Transfer documents pursuant to which the proposed Transfer is to be effected; and (D) any additional information reasonably requested by State Farm regarding the proposed Transfer and/or transferee; (ii) Any such proposed sale or Transfer shall not be permitted to any Person who or which on the date of the proposed Transfer is in a bankruptcy, insolvency, reorganization or any other similar court or administrative proceeding; (iii) No Event of Default shall be in existence under any of the Loan Documents on the date of such proposed sale or Transfer and no event shall have occurred or be in existence as of such date which, with the passage of time, the giving of notice or both, would constitute an offering registered Event of Default under any of the Loan Documents; (iv) Any such sale or Transfer, if and when consummated, shall not release any Person from any liability or obligation to which it is otherwise liable or obligated, if any, under the Securities Actterms of the Loan Documents; Loan No.14707 (v) Mortgagor shall pay all of State Farm’s expenses relating to the review and/or preparation of any documentation related to the proposed Transfer, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, the fees and expenses of State Farm’s outside counsel; (vi) Neither the proposed transferee nor any subsequent transfer) unless, prior to Person who has any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant direct or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof indirect beneficial interest (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitationlimitation any trustee holding interest on behalf of beneficiaries of a trust and such beneficiaries of such trust) in the proposed transferee (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti‑Terrorism Order (Executive Order 13224) or (ii) engages in any dealings or transactions with any such Person. The proposed transferee and its direct and indirect beneficial owners (and trustees, as applicable) are in compliance, in all respects, with the USA Patriot Act; and (vii) After any such Transfer, RREEF Property Trust, Inc. must continue to maintain at least a fifty one percent (51%) ownership and a controlling interest in Mortgagor. If Mortgagor is comprised of more than one entity, a transfer “Transfer of an interest in Mortgagor” shall also include a registered offering effected pursuant Transfer of undivided interests in the Secured Property to Section 6other entities comprising Mortgagor and shall be, subject to the same qualifications and limitations, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements satisfaction of the Securities Act is availablesame requirements, set forth above with respect to Transfers of beneficial interests in entities. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall The holder acknowl- edges that he has been advised by the Company that this Note has not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of been registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission 1933 (the "Commission") thereunder (collectively the "Securities Act"), in respect that the Note is being issued on the basis of the exercise statutory exemption provided by section 4(2) of the Securities Act and/or Regulation D promulgated thereunder relating to transactions by an issuer not involving any public offering, and that the Company's reliance thereon is based in part upon the representations made by the holder in the Subscription Agreement. The holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of this Warrant and/or securities. In particular, the holder agrees that no sale, assignment or transfer of such Warrant Shares. (b) This Warrant the Note shall be valid or effective, and the Warrant Shares Company shall not be transferable required to give any effect to any such sale, assignment or transfer, unless (except for a i) the sale, assignment or transfer of this Warrant or the Warrant Shares in an offering Note is registered under the Securities Act, including, without limitation, a transfer in a it being understood that the Note is not currently registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act for sale and that such person the Company has no obligation or intention to so register the Note, or (ii) the Note is acquiring this Warrant sold, assigned or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof transferred in accordance with all the Securities Act unless, in the opinion requirements and limitations of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered Rule 144 under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), it being understood that Rule 144 is not available at the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to present time for the Company, that an exemption from the registration requirements sale of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall Note and that there can be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under no assurance that Rule 144 promulgated by sales will be available at any time in the Commission future, or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act, if available, . The holder represents and warrants that this Note has been acquired for his own account for investment and not with a view to the Company agrees to satisfy sale or distribution thereof or the current public information requirements granting of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedany participation therein, and the rules and regulations that he has no present intention of the Commission thereunder (collectively the "Exchange Act"), and distributing or selling to provide said holder upon request with others any of such other information as such holder may require for compliance with the provisions of said Rule 144interest or granting any participation therein.

Restrictions on Transfer. (a) This Warrant shall Shares of Restricted Stock may not be exercisable transferred, assigned, or otherwise disposed of by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified Recipient prior to becoming Vested Shares, including by way of sale, assignment, transfer, pledge, or otherwise. Except as otherwise provided in this Section 54, which conditions are intended, among other things, to ensure compliance with the provisions no transfer of the Securities Act Recipient’s rights with respect to such Restricted Stock, whether voluntary or involuntary, by operation of 1933law or otherwise, as amendedshall be permitted. Immediately upon any attempt to transfer such rights, such shares, and the rules and regulations all of the Securities and Exchange Commission (rights related thereto, shall be forfeited by the "Commission") thereunder (collectively Recipient. Upon the "Securities Act"), in respect death of the Recipient, the Recipient’s rights with respect to such Vested Shares may be exercised only by the executor or administrator of the Recipient’s estate or by a person who shall have acquired the right to such exercise and/or by will or by the laws of descent and distribution. No transfer of this Warrant and/or transfer shares of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant Vested Stock by will or the Warrant Shares in an offering registered under laws of descent and distribution shall be effective to bind the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, Company unless the holder hereof Committee shall have received from its transferee reasonable assurances that been furnished with (i) written notice thereof and with a copy of the will and/or such person is aware that this Warrant and evidence as the Warrant Shares have not been registered under Committee may deem necessary to establish the Securities Act and that such person is acquiring this Warrant or validity of the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance (ii) an agreement by the transferee to comply with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his Restricted Stock Agreement that are or her acceptance would have been applicable to the Recipient and to be bound by the acknowledgments made by the Recipient in connection with the grant of the terms and conditions herein. (d) To facilitate sales by Award. The Recipient may file with the Committee a holder written designation of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated a beneficiary on such form as may be prescribed by the Commission under Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Securities Act, if availableRecipient, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations executor or administrator of the Commission thereunder (collectively Recipient’s estate shall be deemed to be the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144Recipient’s beneficiary.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and In exchange for the Warrant Shares shall not be transferable except upon granted hereunder, the conditions specified Restricted Stockholder agrees that, notwithstanding anything to the contrary in this Section 5Agreement, until December 31, 2012, the Restricted Stockholder will not, without the prior written consent of the Corporation, offer, sell, transfer, contract to sell, or otherwise dispose of (or enter into any transaction which conditions are intendedis designed to, among other thingsor might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to ensure compliance cash settlement or otherwise) by the Restricted Stockholder or any person in privity with the provisions Restricted Stockholder), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 19331934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to any of the Shares, or publicly announce an intention to effect any such transaction, except as permitted by paragraphs (the "Commission") thereunder (collectively the "Securities Act"b), in respect of the exercise (c) and/or transfer of this Warrant and/or transfer of such Warrant Shares(d) below. (b) This Warrant The restrictions on transfer of the Shares in paragraph (a) above shall not apply to the transfer of any shares either during the Restricted Stockholder’s lifetime or by gift, will or intestate succession, to an immediate family of the Restricted Stockholder or to transfers to a trust the beneficiaries of which are exclusively the Restricted Stockholder and/or a member or members of the Restricted Stockholder’s immediate family; provided, however, that in any transfer pursuant to this clause it shall be a condition to such transfer that (i) the transferee executes and delivers to the Warrant Corporation an agreement in form satisfactory to the Corporation in its sole discretion stating that the transferee is receiving and holding the Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Shares except in accordance with this Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be transferable required by law (except for a transfer including without limitation the disclosure requirements of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (c) The Restricted Stockholder further agrees that such person is aware that any subsequent resale or distribution of the stock certificates evidencing Shares by the Warrant Shares Restricted Stockholder shall bear a legend restricting transfer and disposition thereof be made only in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6the Exchange Act, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinother applicable law. (d) To facilitate sales by a holder The restrictions on transfer of the Shares in paragraph (a) of this Warrant or Warrant Shares Section 3 shall lapse upon the first to occur of (i) a termination of the Restricted Stockholder’s employment with the Corporation due to a termination without Cause (as such term is set forth in transactions qualifying under Rule 144 promulgated the Second Amended and Restated Employment Agreement, dated as of May 24, 2007, by and between the Commission under Restricted Stockholder and the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, Corporation (as amended, and the rules and regulations “Employment Agreement”)), (ii) a termination due to Restricted Stockholder’s employment on account of the Commission thereunder Restricted Stockholder’s death or “permanent disability” (collectively as defined in the "Exchange Act"Employment Agreement), and to provide said holder upon request with such other information or (iii) a Change of Control of the Corporation (as such holder may require for compliance with defined in the provisions of said Rule 144Employment Agreement).

Restrictions on Transfer. During the Covenant Period: (a) This Warrant the Stockholder or, if applicable, the Related DEL Owner shall not be exercisable effect or permit any Transfer of any Restricted Stock owned by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this such Stockholder pursuant to any tender or exchange offer made pursuant to Section 5, which conditions are intended, among other things, to ensure compliance with the provisions 14(d) of the Securities Act Exchange Act, if the Board has recommended that stockholders of 1933Parent reject such offer, and which recommendation has not been withdrawn (it being understood that the Stockholder or such Related DEL Owner, as amendedthe case may be, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"may not tender any Restricted Stock pursuant to such tender or exchange offer until Parent has publicly taken a position with respect to such offer or has stated that it will remain neutral or is unable to take a position with respect thereto), in respect accordance with Rule 14e-2 of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares.Exchange Act, any successor regulation or otherwise; (b) This Warrant and unless the Warrant Shares shall not be transferable Stockholder or, if applicable, the Related DEL Owner Transfers Restricted Stock pursuant to the provisions of Rule 144(f), in a bona fide sale transaction on a foreign securities exchange that would otherwise comply with paragraph (except for a transfer f) of this Warrant Rule 144, if such paragraph of such rule were applicable to such sale or the Warrant Shares in an underwritten public offering registered pursuant to an effective registration statement under the Securities Act, includingthe Stockholder or Related DEL Owner, without limitationas the case may be, a transfer in a registered offering shall take all reasonable actions to assure that no Transfer of Restricted Stock is effected pursuant to Section 6if, and after such Transfer, any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that Person (together with such person is aware that this Warrant Person's Affiliates and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event members of any transfer group to which such Person is a member) who acquires such Restricted Stock will own, or would reasonably be expected to own, beneficially or of this Warrant (other than a transfer in an offering registered under the record, directly or indirectly, Voting Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements representing 5% or more of the Securities Act is available.total then outstanding Voting Securities; and (c) Any permitted subsequent holder the Stockholder or, if applicable, the Related DEL Owner shall not Transfer any Restricted Stock to any Related Party Transferee unless such Related Party Transferee first agrees in writing to be bound by the terms of this Warrant shall be subject Agreement as if it were a Stockholder by delivering a duly executed Additional Party Signature Page to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinParent. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant No Common Member shall not be exercisable sell, assign, pledge, hypothecate, bequeath, give away or transfer by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions operation of the Securities Act law or otherwise all or any part of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder such Member's Interest (collectively the "Securities ActTRANSFER"), except in respect compliance with this Article 16. The Transfer of an Interest pursuant to paragraph 16.5, or otherwise, shall not release the assigning Common Member from such Common Member's obligations under this Agreement unless the transferee of such Interest is unanimously approved by the remaining Common Members as a substituted Member; PROVIDED that the approved assignee assumes in writing the obligations of the exercise and/or transfer of assigning Common Member. The approved Transfer pursuant to this Warrant and/or transfer of such Warrant Shares.paragraph 16.4 shall confer upon the assignee the right to become a substituted Member, in the following manner and subject to the following conditions: (bi) This Warrant and Each assignment shall be effective as of the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware day that the stock certificates evidencing non assigning Common Members approve of the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with assignment; (ii) No assignment will be effective if the Securities Act unlessassignment would, in the opinion of counsel to the Company, such legend may result in the termination of the Company for purposes of the IRC; (iii) No assignment to a minor or incompetent shall be omitted. In the event of effective in any transfer of respect, except that this Warrant (other than limitation shall not apply to a transfer in an offering registered trust for the benefit of a minor or in custodianship under the Securities Act, including, without limitation, a transfer Uniform Transfers to Minors Act or similar legislation; and (iv) Each assignee shall agree in a registered offering effected pursuant writing to Section 6, and any subsequent transfer), be bound by the holder hereof shall provide an opinion terms of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablethis Agreement. (cb) Any permitted subsequent holder The transferee of this Warrant an Interest pursuant to paragraph 16.5, or otherwise, who is not unanimously approved as a substituted Member pursuant to paragraph 16 shall be subject have no right to all (i) interfere or participate in the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his management or her acceptance administration of the terms Company's business or affairs, (ii) request any information on or an accounting of the Company's transactions, or (iii) inspect the Company's books of account or records. Such Transfer merely entitles the transferee to receive the share of distributions, income and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by losses to which the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedtransferring Common Member would other be entitled, and the rules and regulations of transferee shall have only those rights specified in the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with the transferring Common Member shall remain liable for such other information as such holder may require for compliance with the provisions of said Rule 144Common Member's obligations, if any, under this Agreement.

Restrictions on Transfer. (a) This Warrant Without the prior written consent of State Farm: (i) Mortgagor shall not create, effect, contract for, commit or consent to, nor shall Mortgagor suffer or permit, any sale, conveyance, transfer, assignment, collateral assignment, lien, pledge, mortgage, security interest or other hypothecation, encumbrance or alienation (or any agreement to do any of the foregoing) (the foregoing, excluding Leases entered into in accordance with the terms of the Loan Documents, being herein collectively, called a “Transfer”) of the Secured Property, or any interest therein or title thereto (excepting, however, the sale or other disposition of Collateral (as defined in Section 6.1) no longer useful in connection with the operation of the Secured Property (“Obsolete Collateral”); provided, however, that prior to the sale or other disposition of Obsolete Collateral, such Obsolete Collateral shall have been replaced by Collateral of at least equal value and utility which is subject to the first and prior lien of this Mortgage, and further provided that nothing herein shall affect Mortgagor’s rights with respect to Contested Liens; (ii) Mortgagor shall not fail to pay when the same shall become due all lawful claims and demands of mechanics, materialmen, laborers and others which, if unpaid, might result in or permit the creation of a lien on the Real Estate or Improvements or on the Rents arising therefrom except as permitted under Section 3.5 hereof; (iii) if Mortgagor is a land trustee (“Trustee Mortgagor”), any beneficiary of Mortgagor shall not Transfer such beneficiary’s beneficial interest in Mortgagor, it being specifically agreed that such beneficiary may not obtain mezzanine financing secured by beneficiary’s beneficial interest or otherwise; (iv) if Mortgagor or any beneficiary of a Trustee Mortgagor is a corporation or limited liability company, any shareholder of such corporation or member of such limited liability company shall not Transfer any such shareholder’s shares of such corporation or member’s membership interest in such limited liability company (provided, however, that if such corporation is a corporation whose stock is publicly traded on a national securities exchange or on the “Over The Counter” market, this subsection (iv) shall be inapplicable), it being specifically agreed that any such shareholder or member may not obtain mezzanine financing secured by such shareholder’s shares or member’s membership interest or otherwise; (v) if Mortgagor or any beneficiary of a Trustee Mortgagor is a partnership or joint venture, any general partner of such partnership or joint venturer of such joint venture shall not Transfer any such general partner’s interest in such partnership or joint venturer’s interest in such joint venture, it being specifically agreed that any such general partner or joint venturer may not obtain mezzanine financing secured by such partner’s partnership interest or joint venturer’s joint venture interest or otherwise; or (vi) there shall not be exercisable any change in control (by way of Transfers of stock ownership, membership interests, partnership interests or otherwise) in any corporation, limited liability company or partnership constituting or included within Mortgagor which directly or indirectly controls any corporation, limited liability company or partnership constituting or included within Mortgagor that results in a transferee change in the identity of the Person(s) in control of such entity. (b) The foregoing provisions of this Section 3.11 shall not apply (i) to liens securing the Indebtedness; or (ii) to the lien of current Taxes not yet delinquent. The provisions of this Section 3.11 shall be operative with respect to, and shall be binding upon, any Person who, in accordance with the terms hereof and/or transferable or otherwise, shall acquire any part of or interest in or encumbrance upon the Secured Property, or such beneficial interest (whether stock, membership interest, partnership or joint venture interest or other beneficial interest) in Mortgagor or any beneficiary of a Trustee Mortgagor. Any waiver by State Farm of the provisions of this Section 3.11 must be in writing and the Warrant Shares shall not be transferable except deemed to be a waiver of the right of State Farm in the future to insist upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure strict compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesSection 3.11. (bc) This Warrant Upon the Transfer, without the prior written consent of State Farm, of (i) all or any part of the Secured Property; or (ii) any beneficial interest in Mortgagor if such Transfer is prohibited by Section 3.11 above, State Farm may, at its option, declare all of the sums secured by this Mortgage to be immediately due and payable. (d) Notwithstanding anything contained herein to the Warrant Shares contrary, prior written consent shall not be transferable required for any Transfer of an interest in Mortgagor by any partner, member shareholder or beneficiary, as applicable, of Mortgagor where such Transfer: (except i) results from death; (ii) is a Transfer made among the present partners, members, shareholders or beneficiaries, as applicable; or (iii) is made to immediate family members (spouses and children) or family trusts solely for the benefit of such family members for estate planning purposes. Any such Transfer shall be subject to the following conditions: (i) Except for death, thirty (30) days prior written notice of such proposed Transfer shall be delivered to State Farm, together with (A) a transfer description of this Warrant the proposed sale or Transfer, including a description of the Warrant Shares nature and amount(s) of beneficial ownership interests proposed to be sold or transferred and a description of who owns the remainder not being transferred; (B) documentation related to the proposed transferee as required by State Farm in its sole and absolute discretion including, without limitation, organizational documents, certificates of existence and final ownership allocations; (C) copies of the Transfer documents pursuant to which the proposed Transfer is to be effected; and (D) any additional information reasonably requested by State Farm regarding the proposed Transfer and/or transferee; (ii) Any such proposed sale or Transfer shall not be permitted to any Person who or which on the date of the proposed Transfer is in a bankruptcy, insolvency, reorganization or any other similar court or administrative proceeding; (iii) No Event of Default shall be in existence under any of the Loan Documents on the date of such proposed sale or Transfer and no event shall have occurred or be in existence as of such date which, with the passage of time, the giving of notice or both, would constitute an offering registered Event of Default under any of the Loan Documents; (iv) Any such sale or Transfer, if and when consummated, shall not release any Person from any liability or obligation to which it is otherwise liable or obligated, if any, under the Securities Actterms of the Loan Documents; (v) Mortgagor shall pay all of State Farm’s expenses relating to the review and/or preparation of any documentation related to the proposed Transfer, including, without limitation, the fees and expenses of State Farm’s outside counsel; and (vi) After any such Transfer, ▇▇▇▇▇▇▇ Industrial Realty, Inc. must continue to maintain at least a transfer one hundred percent (100%) direct or indirect ownership and controlling interest in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableMortgagor. (ce) Any permitted subsequent holder As used in Section 3.11(d) above and if Mortgagor is comprised of this Warrant more than one entity, a “Transfer of an interest in Mortgagor” shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt also include a Transfer of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.undivided

Restrictions on Transfer. Prior to any transfer or attempted transfer of Restricted Shares other than the sale of such shares pursuant to registration under the Securities Act, Shareholder agrees to give written notice to the Parent of his intention to effect such transfer. The notice shall describe the manner and circumstances of the proposed transfer in detail and shall contain an undertaking to furnish such other information as may be required to enable the Parent's counsel to render the opinions referred to below, and shall give the identity and address of the Shareholder's counsel. The Parent shall submit a copy of the notice to its counsel, and the following provisions shall apply: (a) This Warrant shall not If, in the opinion of the Parent's counsel, the proposed transfer may be exercisable by a transferee hereof and/or transferable and effected without registration of the Warrant Restricted Shares shall not under the Securities Act, the Parent shall, as promptly as practicable, so notify Shareholder who will then be transferable except upon entitled to transfer the conditions specified Parent Stock in this Section 5, which conditions are intended, among other things, to ensure compliance accordance with the provisions terms of the Securities Act of 1933, as amended, and notice delivered by Shareholder to the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesParent. (b) This Warrant If, in the opinion of the Parent's counsel, the proposed transfer of the Parent Stock may not be effected without registration under the Securities Act, the Parent shall, as promptly as practicable, so notify Shareholder, and the Warrant Shares Shareholder shall not be transferable (allowed to effect the proposed transfer except for a transfer of this Warrant or the Warrant Shares in pursuant to an offering registered under the Securities Act, including, without limitation, . (c) Shareholder understands and agrees that the Parent is not obligated to furnish a registration statement under the Act or any state securities laws covering the Restricted Shares nor is the Parent under any obligation to aid Shareholder in obtaining any exemption from any such registration requirements. Shareholder also acknowledges that he shall be responsible for compliance with all conditions of transfer of the Restricted Shares imposed by any administrator of any state and for any expenses incurred by the Parent for legal or accounting services in a registered offering connection with reviewing such proposed transfer and issuing opinions in connection therewith. (d) Shareholder understands and agrees that transfer of the Restricted Shares may be effected pursuant to Section 6only on the books of the Parent, and that stop transfer instructions will be issued to the transfer agent of the Parent Common Stock in accordance with the legend on any subsequent transfer) unless, prior to certificate representing the Restricted Shares. The transfer agent will not remove the legend from any transfer, certificate representing the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and Restricted Shares without either registration of the Warrant Restricted Shares have not been registered under the Securities Act and that such person is acquiring this Warrant applicable state securities laws or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, Parent's counsel stating that an exemption the transfer of the Restricted Shares is exempt from the such registration requirements and authorizing removal of the Securities Act is availablestop transfer instructions. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant The Purchaser (i) acknowledges that the shares of Common Stock are not registered under the Securities Act and that the shares of Common Stock must be held indefinitely by it unless they are subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Common Stock under Rule 144 promulgated by the SEC under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for use by the Purchaser for resale of any such Common Stock and that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as provided in Section 6 hereof, the Company is not obligated to register under the Securities Act any sale, transfer or other disposition of the shares of Common Stock, (v) is aware that the Company shall not be exercisable by a transferee hereof and/or transferable and required to register the Warrant Shares transfer of the shares of Common Stock on the books of the Company unless the Company shall not be transferable except upon have been provided with an opinion of counsel satisfactory to it prior to such transfer to the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of effect that registration under the Securities Act of 1933, as amendedor any applicable state securities law has been effected or is not required in connection with the transaction resulting in such transfer, and (vi) is aware that the rules shares of Common Stock, and regulations each certificate representing the shares of the Securities Common Stock and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), any shares of Common Stock or other securities issued in respect of the exercise and/or transfer such shares of Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Warrant and/or transfer of such Warrant SharesSection 3.3) be stamped or otherwise imprinted with the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED TO SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.” (b) This Warrant The restrictions on the transferability of the shares of Common Stock shall cease and the Warrant Shares shall not be transferable (except for a transfer terminate when such shares of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof Common Stock shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that are proposed to be sold or otherwise disposed of in accordance with an intended method of disposition set forth in the registration statement covering such person is acquiring this Warrant Common Stock required by Section 6.1 or the Warrant Shares for investment only and not with the view to the disposition 6.2 or public offering thereof (unless in an offering registered under the Securities Act any other applicable registration statement, or when such shares of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof Common Stock are transferable in accordance with the Securities Act unless, in the opinion provisions of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered Rule 144(k) promulgated under the Securities Act, including, without limitation, a . Whenever the restrictions on transfer in a registered offering effected pursuant shall terminate as hereinabove provided with respect to Section 6, and any subsequent transfer)of the shares of Common Stock, the holder hereof of any such shares of Common Stock bearing the legend set forth in paragraph (a) of this Section 3.3 as to which such conditions shall provide an opinion of counsel, who have terminated shall be reasonably satisfactory entitled to receive from the Company, that an exemption from without expense (except for the registration requirements payment of the Securities Act is availableany applicable transfer tax) and as expeditiously as possible, new stock certificates not bearing such legend. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall the Subscriber hereby agrees that the ------------------------ Subscriber may not sell or otherwise transfer the Units, the Preferred Shares or the Warrants, without the prior written approval of the Issuer. The Subscriber acknowledges that such approval may not be exercisable by a granted if the transferee hereof and/or transferable is not "Canadian- controlled" and the Warrant Shares shall not such approval may only be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, granted subject to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Actcertain conditions, including, without limitation, that the transferee be bound by the covenants contained in Sections 3(b), 3(c), 3(d) and 3(e) in respect of such securities to be transferred. The Subscriber acknowledges and agrees that the foregoing certification and covenants set out herein are made by the Subscriber with the intent that they be relied upon in determining its suitability as a transfer purchaser of Units and the Subscriber hereby agrees to indemnify the Issuer and the Agent against all losses, claims, costs, expenses arising from any inaccuracy in or breach by the Subscriber of the foregoing certification and covenants. The Subscriber further acknowledges that damages would be an insufficient remedy for a breach by it of the covenants contained in Sections 3(b), 3(c), 3(d) and 3(e) and agrees that the Issuer may apply for and obtain any relief available to it in a registered offering effected pursuant court of law or equity, including injunctive relief, to Section 6restrain breach or threat of breach of the foregoing covenants by the Subscriber or to enforce the foregoing covenants, in addition to rights the Issuer may have to damages arising from such breach or threat of breach. In addition, the Subscriber acknowledges that the Issuer will not register, and will direct the Transfer Agent of the Issuer's securities not to register, any subsequent transferproposed transfer of such securities which violates the covenants in Sections 3(b) unless, prior to and 3(e). Notwithstanding any transferother provision herein, the holder hereof covenants contained in Sections 3(b), 3(c), 3(d) and 3(e) shall have received from its transferee reasonable assurances that such person not operate to prevent the Subscriber or any member of a "voting group" (as defined in the Investment Canada Act) of which the Subscriber forms a part or any person(s) with whom the Subscriber is aware that this Warrant and the Warrant Shares have not been registered under "acting jointly or in concert" (as defined in the Securities Act and that such person (British Columbia)) from making a take-over bid for the Issuer in response to a competing take-over bid made for the Issuer by a person(s) who is acquiring this Warrant not a member of a "voting group" (as defined in the Investment Canada Act) of which the Subscriber forms a part or a person(s) with whom the Warrant Shares for investment only and not with the view to the disposition Subscriber is "acting jointly or public offering thereof in concert" (unless as defined in an offering registered under the Securities Act of 1933 or exempt therefrom(British Columbia)). Notwithstanding any other provision herein, the covenants contained in Sections 3(b), 3(c), 3(d) and that such person is aware that 3(e) shall survive the stock certificates evidencing Closing Date for a period ending on the Warrant Shares shall bear a legend restricting transfer earlier of (i) 3 years from the Closing Date and disposition thereof in accordance with (ii) the Securities Act unless, in date on which the opinion of counsel Issuer ceases to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected "Canadian-controlled" as determined pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements subsection 26(l) or 26(2) of the Securities Investment Canada Act is availableand in respect of which no determination or declaration has been made under subsection 26(2.1) of that Act. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall and any Warrant Shares may not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable sold, transferred, pledged, hypothecated or otherwise disposed of except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares.follows: (bi) This Warrant and the Warrant Shares shall not be transferable (except for to a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlesswho, in the opinion of counsel to the Company, is a person to whom this Warrant or the Warrant Shares may legally be transferred without registration and without the delivery of a current prospectus under the Securities Act of 1933 as amended (the "Securities Act"), with respect thereto, and then only against receipt of an agreement of such legend may be omitted. In person to comply with the event provisions of this Section 6(a) with respect to any resale or other disposition of such securities; or (ii) to any person upon delivery of a prospectus then meeting the requirements of the Act relating to such securities and the offering thereof for such sale or disposition, and thereafter to all successive assignees. (b) Unless the Warrant Shares have been registered under the Act, or exempt from registration, upon exercise of any transfer portion of the Warrant and the issuance of any of the Warrant Shares, all certificates representing Warrant Shares shall bear on the face thereof substantially the following legend: "THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES MAY NOT BE OFFERED OR SOLD OR TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT WHICH, EXCEPT IN THE CASE OF AN EXEMPTION PURSUANT TO RULE 144 UNDER SAID ACT, IS CONFIRMED IN A LEGAL OPINION SATISFACTORY TO THE COMPANY." Without limiting such holders right to transfer, assign, pledge or sell this Warrant or the Warrant Shares, the holder of this Warrant (other than a transfer in an offering registered under agrees and acknowledges that the Securities ActWarrant is being purchased for the holder's own account, including, without limitation, a transfer in a registered offering effected pursuant to Section 6for investment purposes only, and not for the account of any subsequent transfer)other person, and not with a view to distribution, assignment, pledge or resale to others or to fractionalization in whole or in part. The holder further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the holder hereof shall provide an will not sell, hypothecate or otherwise transfer the Warrant except in accordance with the Act thereunder and applicable state securities laws or unless, in the opinion of counsel, who shall be reasonably satisfactory counsel for the holder acceptable to the Company, that an exemption from the registration requirements of the Securities Act and such laws is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Securities Law Compliance. (i) Restricted Transfers other than pursuant to Rule 144A. Except as ----------------------------------------------------- provided in Section 4.4(a)(ii), no transfer, sale, pledge or other disposition of a Class N or Class R Certificate shall not be exercisable by a transferee hereof and/or transferable and made unless such transfer, sale, pledge or other disposition is exempt from the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission") thereunder (collectively the "Securities Act"), and any applicable state securities laws or is made in respect of accordance with said Securities Act and laws. In the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for event that a transfer of a Class N or Class R Certificate is to be made under this Warrant Section 4.4(a)(i), either (A) the Trustee shall be furnished an Opinion of Counsel acceptable to, and in form and substance satisfactory to, the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act or the Warrant Shares in an offering registered under that such transfer is being made pursuant to the Securities Act, includingwhich Opinion of Counsel shall not be an expense of the Trustee or the Depositor, without limitationor (B) the transferee shall execute a representation letter, a transfer substantially in a registered offering effected pursuant to Section 6the form of Exhibit E-1 hereto, and any subsequent transfer) unlessthe transferor shall execute a ----------- representation letter, prior substantially in the form of Exhibit E-2 hereto, ----------- certifying to any the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the holder hereof shall have received from its transferee reasonable assurances Trustee or the Depositor, provided that such person is aware that this Warrant and representation letters will not be required in connection with any transfer of any such Certificate by the Warrant Shares have not been registered under Depositor to an affiliate of the Securities Act and that Depositor. Any such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view Certificateholder desiring to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)effect such transfer shall, and does hereby agree to, indemnify the Trustee and against any liability that such person may result if the transfer is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof not so exempt or is not made in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, applicable federal and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablestate laws. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Unless and until this Agreement is terminated in accordance with Section 8 hereof, each Participating Creditor hereby agrees that it shall not be exercisable by directly or indirectly sell, transfer, assign or otherwise dispose (each, a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified “Transfer”) of any of its Participating Debt or grant any option thereon or any right or any interest (voting or otherwise) in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions any of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission its Participating Debt (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, including without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transferparticipation therein) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)Participating Debt, and that any such person purported sale, transfer, assignment or disposition will be null and void ab initio, unless (x) such transfer is aware that the stock certificates evidencing the Warrant Shares shall bear to another Participating Creditor or an affiliate, affiliated fund or entity with a legend restricting common investment advisor, or for which such Participating Creditor acts as investment manager, advisor or sub-advisor or (y) (i) such transfer and disposition thereof is made in accordance with the Securities Act unlessterms of the Participating Debt, (ii) the transferring Participating Creditor is not in breach of this Agreement, (iii) the opinion transferee would not be in breach of counsel this Agreement (including with respect to any representations and warranties contained herein) if it were a party thereto immediately prior to the Company, consummation of such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6transfer, and any subsequent transfer), (iv) the holder hereof shall provide an opinion of counsel, who shall transferee agrees in writing to be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to bound by all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares Agreement (including with respect to any Eligible Debt, other than as set forth in transactions qualifying under Rule 144 promulgated Section 5(b) hereof, held by the Commission transferee prior to such transfer, which shall become Participating Debt under this Agreement) and to be a “Participating Creditor” for all purposes hereunder by executing a transfer agreement substantially in the Securities Act, if available, form attached hereto as Exhibit D (the “Transfer Agreement”) and delivering such an executed Transfer Agreement to the Company agrees to satisfy the current public information requirements within five (5) Business Days of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, such transfer. Upon such transfer and the rules and regulations delivery of the Commission thereunder executed Transfer Agreement, (collectively A) the "Exchange Act")transferee shall be deemed a “Participating Creditor” for all purposes hereunder and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Agreement that occurs prior to such transfer) under this Agreement to the extent of such transferred rights and obligations. Nothing in this Section 6 shall impose any obligation on the Company to provide said holder upon request with such other issue any “cleansing letter” or otherwise publicly disclose information as such holder may require for compliance with the provisions purpose of said Rule 144enabling a Participating Creditor to transfer any of the Participating Debt.

Restrictions on Transfer. With regards to the Shares being issued to Sellers hereunder: 4.8.1 Sellers acknowledge and agree that the Shares being acquired pursuant to this Agreement may be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration (a“Transfer”) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, only pursuant to ensure compliance with the provisions of an effective registration statement under the Securities Act of 1933, as amendedamended (the “Act”), or pursuant to an exemption from registration under the Act and that the rules and regulations restrictions of transferability of the Securities Shares and Exchange Commission further understands the certificates shall bear the following, or a similar, legend. "THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the THE "Commission") thereunder (collectively the "Securities ActACT"), in respect IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTIONS 4(1) AND 4(2) AND REGULATION D UNDER THE ACT. AS SUCH, THE PURCHASE OF THIS SECURITY WAS MADE WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE." 4.8.2 Sellers understand that the Shares may only be disposed of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. pursuant to either (bi) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered effective registration statement under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transferor (ii) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableAct. (c) Any permitted subsequent holder of this Warrant shall be subject 4.8.3 Purchaser's have neither filed such a registration statement with the SEC or any state authorities nor agreed to all do so, nor contemplates doing so in the terms and conditions hereinfuture for the shares being purchased, and shall acknowledge, in writing, upon receipt the absence of this Warrant his such a registration statement or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availableexemption, the Company agrees Purchaser may have to satisfy the current public information requirements of said Rule 144, for as long as hold the Shares remain registered under the Securities Exchange Act indefinitely and may be unable to liquidate them in case of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144an emergency.

Restrictions on Transfer. (a) This Warrant shall not be exercisable Except as permitted by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 59, which conditions are intendedno Member may sell, among other thingsassign, to ensure compliance pledge, transfer or otherwise dispose of, directly or indirectly, all or any portion of such Member’s Units (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or the sale or issuance of any securities) (a “Transfer”), and no Transfer will be effective, unless (i) such Transfer complies with the provisions of this Section 9 and the relevant provisions of any agreements to which the LLC and such Member are parties, (ii) the Board shall have approved the Transfer, except a Transfer by a Member to its Affiliate, and (iii) the transferee furnishes to the other Members a joinder to this Agreement, in the form attached hereto as Exhibit A (a “Joinder”), pursuant to which the transferee agrees to bound by all of the terms and conditions of this Agreement. Additionally, Units shall not be transferred, and the LLC shall not be required to register any Transfer of LLC Interests on its books, unless the LLC shall be reasonably satisfied prior to such Transfer that (a) the LLC shall not become a “publicly traded partnership” within the meaning of Section 7704 of the Code as a result of such Transfer, and (b) registration under the Securities Act of 1933, as amended, and the rules and regulations applicable securities laws of any other jurisdiction is not required in connection with or as a result of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), transaction resulting in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant SharesTransfer. (b) This Warrant Notwithstanding the foregoing, the LLC hereby acknowledges that DPDW and Flotec have each granted Whitney National Bank (the “DPDW Lender”) a security interest in all of their respective right, title and interest in the Units and other equity interests now owned or hereafter acquire by it in the LLC, together with all dividends and distributions, cash and other proceeds of, additions to and substitutions for such Units and other equity interests and agrees that, upon written notice to it from the DPDW Lender that a default (as defined in the credit agreement by and between DPDW and the Warrant Shares DPDW Lender) has occurred and is continuing, it will deliver all dividends, distributions and other property in the form of cash allocable to such Units and other equity interests in the LLC directly to the DPDW Lender (per the instructions contained in the written notice of such default) or an assignee in respect such right (if the DPDW Lender shall not be transferable (except for a transfer have disposed of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected such right pursuant to Part 6 of Article 9 of the Delaware Uniform Commercial Code and in compliance with this Section 6, and any 9.2) until such time as the LLC has been provided subsequent transfer) unless, prior to any transfer, written notice by the holder hereof shall have received from its transferee reasonable assurances DPDW Lender that such person default is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableno longer continuing. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This The Holder, as of the date of issuance hereof, represents to the Company that such Holder is acquiring the Warrants for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant shall not be exercisable by a transferee hereof and/or transferable Shares. Notwithstanding any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 54, which conditions are intended, among other things, to ensure insure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), applicable state law in respect of the exercise and/or transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion of the Holder’s counsel (as such opinion and such counsel are described in Section 4(b) hereof) or until registration of such Warrant Shares under the Securities Act has become effective or after a sale of such Warrant or Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the Securities Act; provided, however, that the Holder may freely transfer this Warrant or such Warrant Shares (without delivery to the Company of an opinion of counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, (iii) from a nominee to any of the aforementioned persons as beneficial owner of this Warrant or such Warrant Shares, (iv) to a qualified institutional buyer, so long as such transfer is effected in compliance with Rule 144A under the Securities Act, or (v) to an accredited investor (as such term is defined in Regulation D under the Securities Act). (b) The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the Company, to the effect that the proposed transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not may be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered effected without registration under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant . Upon delivery of such notice and opinion to Section 6, and any subsequent transfer) unless, prior to any transferthe Company, the holder hereof Holder shall have received from its transferee reasonable assurances that such person is aware that be entitled to transfer this Warrant and the and/or such Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, intended method of disposition specified in the opinion of counsel notice to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall be subject bear the following legend unless the opinion of counsel referred to all in Section 4(b) states such legend is not required: “THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.” The Holder understands that the terms and conditions hereinCompany may place, and shall acknowledgemay instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in writing, upon receipt of this Warrant his or her acceptance the securities records in respect of the terms and conditions hereinWarrant Shares. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Until an Award Share becomes vested and nonforfeitable, it may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5subject to execution, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharesattachment or similar process. (b) This Warrant You hereby represent and warrant to the Warrant Company as follows: (i) You will hold the Award Shares shall for your own account for investment only and not be transferable (except with a view to, or for a transfer resale in connection with, any “distribution” of this Warrant or the Warrant Award Shares in an offering registered under within the meaning of the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer. (ii) unless, prior to any transfer, You understand that the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Award Shares have not been registered under the Securities Act by reason of a specific exemption and that such person is acquiring this Warrant or the Warrant Award Shares for investment only and not with the view to the disposition or public offering thereof (must be held indefinitely, unless in an offering they are subsequently registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide you obtain an opinion of counsel, who shall be reasonably in form and substance satisfactory to the Company and its counsel, that such registration is not required. You further acknowledge and understand that the Company is under no obligation to register the Award Shares. (iii) You understand that the Company may, in its discretion, impose restrictions on the sale, pledge or other transfer of the Award Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company, that an exemption from the registration requirements of such restrictions are necessary or desirable to comply with the Securities Act Act, the securities laws of any State or any other law. (iv) You are aware that your investment in the Company is availablea speculative investment that has limited liquidity and is subject to the risk of complete loss. (c) Any permitted subsequent holder attempt to dispose of any such Award Shares in contravention of the restrictions set forth in Section 5(a) shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Warrant shall be subject Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to all the terms and conditions herein, and shall acknowledge, whom Award Shares have been transferred in writing, upon receipt contravention of this Warrant his or her acceptance of the terms and conditions hereinAgreement. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Unless and until this Agreement is terminated in accordance with Section 8 hereof, each Creditor hereby agrees that it shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5directly or indirectly sell, which conditions are intendedtransfer, among other things, to ensure compliance with the provisions assign or dispose of any of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission Relevant Debt or any interest (the "Commission"voting or otherwise) thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)therein, and that any such person purported sale, transfer, assignment or disposition will be void and of no effect, unless (i) such transfer is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof made in accordance with the Securities Act unlessterms of the Relevant Debt, (ii) the transferring Creditor is not in breach of this Agreement, (iii) the opinion transferee would not be in breach of counsel this Agreement (including with respect to any representations and warranties contained herein) if it were a party thereto immediately prior to the Company, consummation of such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6transfer, and any subsequent transfer), (iv) the holder hereof shall provide an opinion of counsel, who shall transferee agrees in writing to be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to bound by all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares Agreement (including with respect to any Eligible Debt, other than as set forth in transactions qualifying under Rule 144 promulgated Section 5(b) hereof, held by the Commission transferee prior to such transfer, which shall become Relevant Debt under this Agreement) and to be a “Creditor” for all purposes hereunder by executing a counterpart signature page of this Agreement and delivering such an executed counterpart to Grupo Alpha within five (5) Business Days of such transfer. Upon such transfer and delivery of the Securities Actexecuted counterpart, if available(A) the transferee shall be deemed a “Creditor” for all purposes hereunder. Nothing in this Section 6 shall impose any obligation on Grupo Alpha to issue any “cleansing letter” or otherwise publicly disclose information for the purpose of enabling a Creditor to transfer any of the Relevant Debt. Notwithstanding anything to the contrary in this Section 6 but subject to Section 1, the Company agrees to satisfy the current public information requirements of said Rule 144restrictions on sale, for as long as the Shares remain registered under the Securities Exchange Act of 1934transfer, as amendedassignment, and disposition set forth in this Section 6 shall not apply (i) to the rules grant of any liens or encumbrances on any claims and regulations interests in favor of a bank or broker-dealer holding custody of such claims and interests in the Commission thereunder ordinary course of business and which lien or encumbrance is released upon the sale, transfer, assignment, and disposition of such claims and interests or (collectively the "Exchange Act"ii) with respect to any Creditor that is a private equity fund, hedge fund or similar vehicle (including any investment fund or managed account), to any sale, transfer, assignment, and to provide said holder upon request with disposition of general or limited partnership or other similar interest in such other information as entity, or the change of or change in control of any general partner, manager or similar person of such holder may require for compliance with entity; provided that any such transfer shall not relieve the provisions relevant Creditor of said Rule 144its obligations under this Agreement.

Restrictions on Transfer. (a) This Warrant The Holder shall not be exercisable by a transferee hereof and/or transferable and sell, transfer, pledge, hypothecate or otherwise dispose of this Warrant to or in favor of any person or entity without the prior written consent of the Company; provided, however, that the Holder may assign this Warrant Shares shall not be transferable except upon to an entity that controls, is controlled by, or is under common control with the conditions specified Holder subject to the requirements set forth below in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) 9. This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or shares issuable upon the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder exercise hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act, or under any state securities laws, and unless so registered, may not be transferred, sold, pledged, hypothecated or otherwise disposed of unless an exemption from such registration is available. In the event the Holder desires to transfer this Warrant or any of the shares issued upon exercise hereof, the Holder must give the Company prior written notice of such proposed transfer including the name and address of the proposed transferee. Such transfer may be made only (i) upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer will not violate the provisions of the Securities Act or applicable state securities laws, or the rules and that such person is acquiring regulations promulgated thereunder; or (ii) if this Warrant or the Warrant Shares for investment only and not with the view shares to the disposition be sold or public offering thereof (unless in an offering transferred have been registered under the Securities Act and there is in effect a current prospectus meeting the requirements of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion Subsection 10(a) of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall which is being or will be reasonably satisfactory delivered to the Companypurchaser or transferee at or prior to the time of delivery of this Warrant or the certificates evidencing the shares to be sold or transferred. Any assignment, that an exemption from the registration requirements transfer, pledge, hypothecation, or other disposition of this Warrant or any of the Securities Act is available. (c) Any permitted subsequent holder shares issued upon exercise hereof attempted contrary to the provisions of this Warrant shall be subject to all the terms null and conditions herein, void and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinwithout effect. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Until the expiration or earlier termination of the Standstill Period, the Subscriber will not Transfer any Securities; provided, however, that the Subscriber shall not be exercisable permitted to Transfer any portion or all of its Securities, at any time under the following circumstances: (i) Transfers to any of its Affiliates, but only upon notice in writing to the Company and provided the transferee agrees in writing for the benefit of the Company (in form and substance reasonably satisfactory to the Company) to be bound by a the terms and conditions of this Agreement and if the transferee hereof and/or transferable and the Warrant Shares transferor agree for the express benefit of the Company that the transferee shall not Transfer Securities so Transferred back to the transferor at or before such time the transferee ceases to be transferable except upon an Affiliate of the conditions specified transferor. (ii) Transfers that have been approved in this Section 5, which conditions are intended, among other things, to ensure compliance writing by the Board. (iii) Transfers in connection with the provisions creation of any charge, lien, mortgage, pledge or other security interest or posting as collateral any of the Transfer Securities Act of 1933, in connection with a bona fide loan transaction with a nationally or internationally recognized financial institution acting as amended, lender; provided that such a loan is not contractually set to mature during the Standstill Period and the rules and regulations of the Securities and Exchange Commission (any derivative instruments transferred in connection with such a loan remain subject to the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer terms of this Warrant and/or transfer of such Warrant SharesAgreement and any lender transferee agrees in writing to be bound by the restrictions set forth herein. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer Transfer by the Subscriber of its Securities, the Subscriber shall notify the Company in writing of such Transfer. Additionally, in the event of any Transfer by the Subscriber to an Affiliate of the Subscriber, the pledgee, transferee or donee shall furnish the Company with a written agreement to be bound by the provisions of this Warrant (other than a transfer in an offering registered under Agreement, including but not limited to the Securities Act, including, without limitation, a transfer in a registered offering effected provisions applicable to the Subscriber pursuant to this Section 6, and 6 (the “Transferee Agreement”). In addition to any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to other conditions set forth in this Agreement or as otherwise required by the Company, that such Transfer to an exemption from the registration requirements Affiliate of the Securities Act is availableSubscriber shall not be valid unless and until the Company receives the Transferee Agreement. After the effectiveness of the Transfer, such pledgee, transferee or donee shall be treated as the “Subscriber” for purposes of this Agreement. (c) Any permitted subsequent holder For purposes of this Warrant shall be subject Section 6.2, “Transfer” by any Person means directly or indirectly, to all sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the terms and conditions hereinsale, and shall acknowledgetransfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any securities beneficially owned by such Person or of any interest (including any voting interest) in writingany securities beneficially owned by such Person. For the avoidance of doubt, upon receipt a transfer of control of the direct or indirect beneficial ownership of securities is a Transfer of such securities for purposes of this Warrant his or her acceptance of the terms and conditions hereinAgreement. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Except as otherwise provided in this section 6, the Option shall not be sold, exchanged, delivered, assigned, bequeathed or gifted, pledged, mortgaged, hypothecated or otherwise encumbered, transferred or permitted to be transferred, or otherwise disposed of, whether voluntarily, involuntarily or by operation of law (including, without limitation, the laws of bankruptcy, intestacy, descent and distribution or succession) or on an absolute or contingent basis. (b) The Optionee shall be entitled to transfer the Option, by gift, to his or her immediate family or to a trust which has as its only beneficiaries those individuals who are members of the Optionee's immediate family, or to a partnership or similar entity which has as its only partners or members those individuals who are members of the Optionee's immediate family. In such case, the Option shall be exercisable only by a transferee hereof and/or transferable such transferee. For this purpose, the Optionee's "immediate family" is the Optionee and the Warrant Shares Optionee's spouse, children and/or grandchildren. As a condition precedent to such transfer, each and every prospective transferee shall not (i) provide or cause to be transferable except upon provided to the conditions specified in this Section 5Corporation, which conditions are intendedat its request, among other things, sufficient evidence of the legal right and authority of such prospective transferee to ensure compliance have the Option so transferred and (ii) comply with the provisions of subsection (f) below. (c) In the event of Optionee's death, the Option may be transferred to any executor, administrator, personal or legal representative, legatee, heir or distributee of the estate of Optionee. As a condition precedent to such transfer, each and every prospective transferee shall (i) provide or cause to be provided to the Corporation, at its request, sufficient evidence of the legal right and authority of such prospective transferee to have the Option so transferred and (ii) comply with the provisions of subsection (f) below. (d) Optionee agrees that Optionee will not distribute or resell any shares (or other securities) issuable upon exercise of the Option granted hereby in violation of the Securities Act of 1933, as amended, that Optionee will indemnify and hold the rules Corporation harmless against all liability for any such violation, and regulations that upon request Optionee (i) will furnish a letter agreement in connection with any exercise of this Option containing any representations and/or undertakings which the Corporation shall request and (ii) will accept a certificate representing shares of the Securities and Exchange Commission (Corporation bearing any legend restricting transferability as the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares Corporation shall request to ensure compliance with securities laws. The shares shall not be transferable except in compliance with the conditions indicated in the legend. (except for a transfer e) In connection with any underwritten public offering by the Corporation of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected its equity securities pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered effective registration statement filed under the Securities Act of 1933 1933, including the Corporation's initial public offering, Optionee shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or exempt therefrom)otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Corporation or its underwriters. Such restriction (the "Market Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters. In no event, however, shall such period exceed one hundred eighty (180) days. Any new, substituted or additional securities that such person is aware that the stock certificates evidencing the Warrant are by reason of any recapitalization or reorganization distributed with respect to Shares acquired under this Agreement shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel be immediately subject to the CompanyMarket Stand-Off, to the same extent the Shares acquired under this Agreement is at such legend may be omitted. time covered by such provisions. (f) In the event of that, at any transfer of this Warrant time or from time to time, the Option or any Shares are transferred to any party (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected Corporation) pursuant to Section 6, and any subsequent transfer)the provisions hereof or otherwise, the holder hereof transferee shall provide an opinion take such Option or Shares pursuant to all of counselthe provisions, who shall be reasonably satisfactory conditions and obligations of this Agreement and, as a condition precedent to the Companytransfer of such Shares, that an exemption from the registration requirements transferee shall agree in writing, for and on behalf of the Securities Act is availablesuch transferee and such transferee's successors and assigns, to be bound by all provisions of this Agreement. (cg) Any permitted subsequent holder of this Warrant shall be The Corporation may impose stop-transfer instructions with respect to any shares (or other securities) subject to all any restriction set forth in this section 6 until the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his restriction has been satisfied or her acceptance of the terms and conditions hereinterminates. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. of Seller Certificates. ---------------------- (a) This Warrant The Seller Certificates shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in assigned, transferred, exchanged, pledged, financed, hypothecated or otherwise conveyed (collectively, for purposes of this Section 56.05 and any other Section referring to the Seller Certificates, which conditions are intended, among other things, to ensure compliance "transferred" or a "transfer") only in accordance with this Section 6.05. (b) No transfer of a Seller Certificate shall be made unless such transfer is exempt from the provisions registration requirements of the Securities Act of 1933, as amended, and the rules any applicable state securities laws or is made in accordance with said Act and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant laws. The Trustee and the Warrant Shares Servicer shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Servicer that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from which Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be transferable (except for a transfer an expense of this Warrant the Trustee or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6Servicer, and any subsequent transfer) unless, prior the Trustee and the Servicer shall require the transferee to any execute an investment letter acceptable to and in form and substance satisfactory to the Trustee and the Servicer certifying to the Trustee and the Servicer the facts surrounding such transfer, which Investment letter shall not be an expense of the holder hereof shall have received from its transferee reasonable assurances Trustee or the Servicer; provided that such person is aware that this Warrant Opinion of Counsel shall not be required in the case of transfers by or to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or an affiliate thereof. The Holder of a Seller Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Servicer and the Warrant Shares have Certificate Insurer against any liability that may result if the transfer is not been registered under the Securities Act and that such person is acquiring this Warrant so exempt or the Warrant Shares for investment only and if not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof made in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, federal and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablestate laws. (c) Any permitted subsequent holder The Seller Certificates and any interest therein shall not be transferred except upon satisfaction of the following conditions precedent: (i) the Person that acquires a Seller Certificate shall (A) be organized and existing under the laws of the United States of America or any state or the district of Columbia thereof (B) expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, the performance of every covenant and obligation of the Seller hereunder with respect to the assets evidenced by the Seller Certificates, and (C) as part of its acquisition of a Seller Certificate, acquire all rights of the related Seller or any transferee under this Warrant Section 6.05(c) to amounts payable to such Seller or such transferee under Sections 5.01(a)(vii) and 5.01(g), (ii) the Seller shall deliver to the Trustee an Officer's Certificate stating that such transfer and such supplemental agreement comply with this Section 6.05(c) and that all conditions precedent provided by this Section 6.05(c) have been complied with and an Opinion of Counsel stating that all conditions precedent provided by this Section 6.05(c) have been complied with, and the Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (iii) the Seller shall deliver to the Trustee a letter from each Rating Agency confirming that its rating of the Investor Certificates, after giving effect to such transfer without taking into account the Certificate Insurance Policy, will not be reduced or withdrawn; (iv) the Seller shall deliver to the Trustee an Opinion of Counsel to the effect that (a) such transfer will not adversely affect the treatment of the Investor Certificates after such transfer as debt for federal and applicable state income tax purposes, (b) such transfer will not result in the Trust being subject to all tax at the terms entity level for federal or applicable state tax purposes, (c) such transfer will not have any material adverse impact on the federal or applicable state income taxation of an Investor Certificateholder or any Certificate Owner and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales such transfer will not result in the arrangement created by this agreement or any "portion" of the assets being treated as a holder taxable mortgage pool as defined in Section 7701(i) of the Code; (v) all filings and other actions necessary to continue the perfection of the interest of the Trust in the assets and the other property conveyed hereunder shall have been taken or made and (vi) the transferee shall have assumed the obligations of the Seller pursuant to Section 7.06 hereof. Notwithstanding the foregoing, the requirement set forth in subclause (i)(A) of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.Section 6.05

Restrictions on Transfer. (a) This Warrant Neither Shareholder, nor any Permitted Transferee, shall not be exercisable by transfer any of the Registrable Securities (as defined in Section 7.3 hereof) to any person or entity whatsoever, except in a transferee hereof and/or transferable and Permitted Transfer (in accordance with subsection (c) hereof) or in a transfer complying with the Warrant Shares shall not be transferable except upon terms set forth in subsection (d) hereof, provided that the conditions specified in prohibition of this Section 5, 7.4 (a) shall be inapplicable to any transfer which conditions are intended, among other things, to ensure compliance with is effected following the provisions closing of the Securities Act of 1933, a Qualified Public Offering (as amended, and the rules and regulations of the Securities and Exchange Commission defined in Section 7.2 (the "Commission"a) thereunder (collectively the "Securities Act"hereof), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant Any purported transfer of Registrable Securities by any Shareholder without full compliance with this Section 7.4 shall be void and of no effect, and the Warrant Shares purported transferee shall be entitled to no rights as a Shareholder of Radiant as a result thereof. In addition to any other legal or equitable remedy which may be available, Radiant shall be entitled to injunctive relief against any such noncomplying transfer by the Shareholder. (i) Subject to the satisfaction of the condition set forth in subsection (c)(ii), below, the prohibition of subsection (a) shall not be transferable apply to any of the following transfers of Registrable Securities (except each a "Permitted Transfer"): (A) if the Shareholder is an individual, transfers by gift by the Shareholder, or by will or intestacy upon the death of the Shareholder, to the spouse, lineal descendants, parents or siblings of the Shareholder or to a trust for the benefit of such spouse, lineal descendants parents or siblings which is created by the Shareholder's will or of which the Shareholder during his lifetime served as trustee, provided that the trust instrument governing any such latter type of trust shall provide that the Shareholder, as trustee, shall retain sole and exclusive control over the voting and disposition of such Securities until the termination of this Agreement; (B) transfers of Securities between the Shareholder and the Shareholder's guardian or conservator; (C) transfers of Securities to Radiant by the Shareholder upon the death, disability, retirement or termination of employment by Radiant of the Shareholder, in each case if made pursuant to a written stock repurchase agreement approved by the Board of Directors of Radiant, or any other transfer by the Shareholder to Radiant if made with the express approval of a majority of the total number of members of the Board of Directors of Radiant; (D) any other transfer made by the Shareholder with the express written consent of at least a majority of the members of the Board of Directors of Radiant. (ii) Any Security transferred in any transaction described in subsection (c)(i) shall remain subject to the transfer restriction of subsection (a) hereof. As a condition to such a transfer, each Permitted Transferee shall execute and deliver to Radiant an agreement with Radiant in respect of the transferred Registrable Securities, containing all the (i) If the Shareholder (for purposes of this subsection (d) referred to as the "Offering Shareholder") desires to make a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Actany Registrable Securities, including, without limitation, a unless such transfer is made in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transferPermitted Transfer, the Offering Shareholder shall offer such Securities to Radiant and to each other holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and of shares of Radiant Common Stock (the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom"Offeree Shareholders"), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlessterms set forth in this subsection (d), in by giving them notice of the opinion Shareholder's intention to dispose of counsel the Registrable Securities. Such notice shall name the type of transfer, the proposed transferee, the number of shares to be transferred (the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer"Offered Securities"), the holder hereof shall provide an opinion price per share (or other comparable price information), and the terms of counselpayment, who and shall be reasonably satisfactory accompanied by a copy of the binding, bona fide written offer of the proposed transferee to acquire such securities upon the Companyterms specified in the notice. Following receipt of such notice by the Offeree Shareholders and Radiant, the Offeree Shareholders and Radiant shall have an option, that an exemption from may be exercised in the registration requirements manner provided by subsection (d)(ii) hereof, to purchase all, but not less than all, of the Offered Securities Act is availablein the discretion of each purchaser, at the price and on terms specified in the notice. (cii) Any permitted subsequent holder of this Warrant Radiant shall be subject have first option to purchase all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. Offered Securities (d) To facilitate sales or any lesser part thereof, provided one or more Offeree Shareholders elect to purchase all Offered Securities that Radiant does not purchase). Radiant may exercise its option by a holder giving written notice, which must state the number of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by shares of the Commission under the Offered Securities Act, if available, the Company agrees which Radiant elects to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedpurchase, and the rules price and regulations terms of purchase, to the Shareholder and each Offeree Shareholder, within ten (10) days after its receipt of the Commission thereunder (collectively Offering Shareholder's notice. The Offering Shareholder shall not participate in the "Exchange Act")determination reached by Radiant with respect to such issue. If Radiant elects to purchase none or less than all of the Offered Securities, the Offeree Shareholders shall have an option to purchase all, but not less than all, of the Offered Securities that Radiant elects not to purchase, exercisable by giving notice to the Offering Shareholder and each other Offeree Shareholder and to provide said holder upon request with Radiant within thirty (30) days after such Offeree Shareholder's receipt of notice from the Offering Shareholder. Each Offeree Shareholder shall have the right to purchase a proportion of the Offered Securities (to the extent not purchased by Radiant) equal to the ratio that the number of shares of radiant Common Stock owned by such Offeree Shareholder bears to the total number of shares of radiant common Stock owned by all of the Offeree Shareholders who elect to exercise their purchase option (or in such other information proportion as such holder is unanimously agreed to among the Offeree Shareholders who elect to exercise their purchase option). Radiant or Offeree Shareholders or both may require for compliance with purchase all of the provisions Offered Securities but may not together purchase less than all of said Rule 144.the

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable Convertible Note and the Warrant Shares shall not be transferable except Common Stock or other securities issuable upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer conversion of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares Convertible Note have not been registered under the Securities Act and that such person is acquiring this Warrant Act, or the Warrant Shares for investment only and securities laws of any state or other jurisdiction. Neither this Convertible Note nor the Common Stock or other securities issuable upon conversion of this Convertible Note nor any interest or participation herein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of (a “Transfer”) in the absence of such registration or unless (i) such transaction is exempt from, or not with the view to the disposition or public offering thereof (unless in an offering registered subject to, registration under the Securities Act or the securities laws of 1933 any state or exempt therefrom)other jurisdiction and (ii) is made in compliance with applicable federal and state statutory resale restrictions, if any. The Holder by its acceptance of this Convertible Note or the Common Stock issuable upon conversion of this Convertible Note agrees that it shall not offer, sell, assign, transfer, pledge, encumber or otherwise dispose of this Convertible Note or any portion thereof or interest therein other than in a minimum denomination of $10,000 principal amount (or any integral multiple of $1,000 in excess thereof) and then (other than with respect to a Transfer pursuant to a registration statement that is effective at the time of such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel Transfer) only (a) to the Company, such legend may (b) to an Affiliate of the Holder, (c) to a person it reasonably believes to be omitted. In an “accredited investor” within the event meaning of any transfer of this Warrant (other than a transfer in an offering registered Rule 501(a) under the Securities Act, includingor (d) pursuant to a transaction in compliance with Rule 144 or Rule 144A under the Securities Act, without limitationand in the case of (b), a (c) and (d) above in which the transferor (y) agrees to be bound by the restrictions and limitations set forth herein and in the Subscription Agreement and (z) furnishes the Company with such certifications, legal opinions or other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a registered offering effected pursuant to Section 6transaction not subject to, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableas applicable. (b) The Holder acknowledges that the shares of Common Stock and other securities issuable upon conversion of this Convertible Note shall bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT (II) UNLESS SOLD OR TRANSFERRED TO A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR (III) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. (c) Any permitted subsequent holder The Holder represents that it is an “accredited investor” within the meaning of Rule 501 of the Securities Act. The Holder has been advised that this Warrant shall Convertible Note has not been registered under the Securities Act, or any state securities laws and, therefore, cannot be subject resold unless it is registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Holder is aware that the Company is under no obligation to all effect any such registration or to file for or comply with any exemption from registration. The Holder has not been formed solely for the terms purpose of making this investment and conditions hereinis acquiring the Convertible Note for its own account for investment, and shall acknowledgenot with a view to, or for resale in writingconnection with, upon receipt of this Warrant his or her acceptance of the terms and conditions hereindistribution thereof. (d) To facilitate sales by a holder The Company shall cooperate with the Holder and take all actions reasonably necessary to effectuate any Transfer of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated Convertible Note by the Commission Holder that is permitted under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144Section 9(a) above.

Restrictions on Transfer. (a) This Warrant shall not be exercisable The Holder acknowledges that he has been advised by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware Company that this Warrant and the Warrant Shares issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act and of 1933, as amended (the “Securities Act”), that such person is acquiring this Warrant or the Warrant Shares for investment only is being issued, and not with the view to shares issuable upon exercise of the disposition or public offering thereof (unless in an offering registered under Warrant will be issued, on the basis of the statutory exemption provided by section 4(a)(2) of the Securities Act of 1933 or exempt therefrom)relating to transactions by an issuer not involving any public offering, and that such person the Company’s reliance upon this statutory exemption is aware based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the stock certificates evidencing Company of, or is otherwise familiar with, the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with nature of the limitations imposed by the Securities Act unless, in and the opinion rules and regulations thereunder on the transfer of counsel to the Company, such legend may be omittedsecurities. In particular, the event of any Holder agrees that no sale, assignment or transfer of this Warrant the Securities shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (other than a i) the sale, assignment or transfer in an offering of the Securities is registered under the Securities Act, includingand the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, without limitationor (ii) the Securities are sold, a transfer assigned or transferred in a registered offering effected pursuant to Section 6, accordance with all the requirements and any subsequent transfer), the holder hereof shall provide an opinion limitations of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of Rule 144 under the Securities Act or such sale, assignment, or transfer is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant and will acquire the Securities for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, if available, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Warrant and Warrant Shares remain must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Exchange Act of 1934, as amendedor registered or qualified under any applicable state securities or “blue-sky” laws or is exempt from registration and/or qualification. The Holder has no need for liquidity in its investment in the Company, and is able to bear the rules and regulations economic risk of the Commission thereunder (collectively the "Exchange Act"), such investment for an indefinite period and to provide said holder upon request with such other information afford a complete loss thereof. The Holder is an “accredited investor” as such holder may require for compliance with term is defined in Rule 501 (the provisions of said Rule 144which are known to the Holder) promulgated under the Act. The Holder acknowledges that the securities shall bear the following legend: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH ACT.”

Restrictions on Transfer. (a) This Warrant option may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered in any manner otherwise than by will, the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code; provided, however, that the Optionee may assign or transfer this Option to members of his immediate family or to a trust for the benefit of such members of his immediate family and, during the lifetime of the Optionee, this Option may be exercised only by the Optionee or assignee, as the case may be, or his legally authorized representative. The Optionee shall not have any right to sell, assign, transfer, pledge or otherwise dispose of or encumber this Option, and any attempted transfer, sale, assignment, pledge or encumbrance shall have no effect on the Company. The Company may also require a Optionee to furnish evidence satisfactory to the Company, including a written and signed representation letter and consent to be exercisable bound by a transferee hereof and/or transferable and the Warrant any transfer restrictions imposed by law, legend, condition or otherwise. The Shares shall not be transferable except upon issued with respect to any Option unless the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance exercise of the Option shall comply with the terms and conditions of the Consulting Agreement and all relevant provisions of federal and state law, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the requirements of any stock exchange upon which the Securities Shares may then be listed, and Exchange Commission (shall be further subject to the "Commission") thereunder (collectively approval of counsel for the "Securities Act"), in Company with respect of the exercise and/or transfer of this Warrant and/or transfer of to such Warrant Sharescompliance. (b) This Warrant The Optionee, by its acceptance hereof, represents, opines, covenants and agrees that (i) the Warrant Shares shall not be transferable (except for a transfer Optionee has knowledge of this Warrant or the Warrant Shares in an offering registered under business and affairs of the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6Company, and any subsequent transfer(ii) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person this Option is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares being acquired for investment only and not with the a view to the disposition or public offering thereof (unless in distribution hereof and that, absent an offering registered effective registration statement under the Securities Act of 1933 or exempt therefrom1933, as amended (the "Act"), and that such person is aware that covering the stock certificates evidencing disposition of this Option, it will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance Company with the Securities Act unless, in the an opinion of counsel (which may be counsel for the Company) or other evidence, reasonably acceptable to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Companyeffect that such sale, that an exemption transfer, assignment, hypothecation or other disposal will be exempt from the registration and prospectus delivery requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations registration or qualification requirements of any applicable state securities laws. The Optionee consents to the making of a notation in the Company's records or giving to any transfer agent of the Commission thereunder (collectively Option an order to implement such restriction on transferability. This Option shall bear the "Exchange Act")following legend or a legend of similar import; provided, and however, that such legend shall be removed, or not placed upon the Option if such legend is no longer necessary to provide said holder upon request with such other information as such holder may require for assure compliance with the provisions of said Rule 144Act: THIS OPTION HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE IT IS BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER THE ACT. THIS OPTION IS "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Restrictions on Transfer. (ai) This Each of NationsBank and its Affiliates who are issued Warrants pursuant to this Warrant shall Agreement (A) represents that it is acquiring the Warrants for its own account for investment and not be exercisable by with a transferee hereof and/or transferable view to any distribution or public offering within the meaning of the Securities Act, except in any case pursuant to the registration of such Warrants or Warrant Shares under the Securities Act or any state securities or "blue sky" laws or pursuant to a valid exemption from such registration requirement, (B) acknowledges that the Warrants and the Warrant Shares shall not be transferable except issuable upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares thereof have not been registered under the Securities Act or any state securities or "blue sky" laws and (C) agrees that it will not sell or otherwise transfer any of its Warrants or Warrant Shares except upon the terms and conditions specified herein and that such person is acquiring this Warrant it will cause any transferee thereof to agree to take and hold the same subject to the terms and conditions specified herein, (D) acknowledges that any transfer agent now or hereafter employed or utilized by the Corporation shall be instructed not to effect transfer of the Warrants or the Warrant Shares for investment only and not issuable upon exercise thereof without prior authorization from the Corporation in accordance with the view terms hereof (or, if the Corporation serves as its own transfer agent, a notation shall be made in the Corporation's records indicating the transfer restrictions to which the disposition or public offering Warrants and Warrant Shares issuable upon exercise thereof are subject and that the Warrants and the Warrant Shares may only be transferable in accordance with this Agreement); and (unless E) represents it (I) is an "accredited investor" (as defined in an offering registered Rule 501(a)(1) of Regulation D promulgated under the Securities Act by the Commission);(II) has such knowledge and experience in financial and business matters that it is capable of 1933 or exempt therefrom)evaluating the merits and risks of its investment in the Warrants and Warrant Shares issuable upon exercise of the Warrants; (III) is able to bear the complete loss of its investment in the Warrants and Warrant Shares issuable upon exercise of the Warrants; (IV) has had the opportunity to ask questions of, and that such receive answers from, the Corporation and its management concerning the terms and conditions of the offering of the Warrants and Warrant Shares issuable upon exercise of the Warrants and to obtain additional information; and (V) is not relying upon any statements or instruments made or issued by any person other than the Corporation in making its decision to invest in the Warrants and Warrant Shares issuable upon exercise of the Warrants; and (ii) each of NationsBank and its Affiliates who are issued Warrants pursuant to this Agreement (A) is aware domiciled in North Carolina and received its offer to purchase Warrants and Warrant Shares in North Carolina; (B) understands that the stock certificates evidencing the Warrants and Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with issuable upon exercise of the Securities Act unless, in Warrants will be considered restricted securities within the opinion meaning of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered Rule 144 under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall ; that Rule 144 may not be reasonably satisfactory to the Company, that an available for exemption from the registration requirements of the Securities Act for the sale of such restricted securities; that if Rule 144 is available. (c) Any permitted subsequent holder of this Warrant shall , sales may be subject to all made in reliance upon Rule 144 only in accordance with the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, which among other things generally requires that the securities be held for as long as at least one year and that the Shares remain registered under the Securities Exchange Act of 1934sales shall be made in limited amounts; and that, as amended, and the rules and regulations if an exemption for such sales by such holder of the Commission thereunder Warrants or the Warrant Shares is not available, registration of the securities may be required, but that the Corporation is under no obligation to register the securities or to facilitate compliance or to comply with any exemption except pursuant to Article 7 of this Agreement; and (collectively C) agrees that it will not sell, transfer, hypothecate, or otherwise dispose of any of the "Exchange Act")Warrants and Warrant Shares issuable upon exercise of the Warrants, and to provide said holder upon request with such other information as such holder may require for except in compliance with the provisions of said Rule 144Securities Act and applicable securities laws.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares rights hereunder are not transferable unless and until Bellmeade shall not be transferable except upon have fully and completely performed all of its obligations under the conditions specified in Service Agreement; provided, however, that, subject to the remaining provisions of this Section 5, which conditions are intendedthe Warrant may be divided among the principals of Bellmeade at their discretion. Further, among holder shall not offer, sell, pledge, hypothecate, or otherwise dispose of this Warrant unless such offer, sale, pledge, hypothecation, or other things, to ensure compliance with the provisions of disposition (i) is registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission") thereunder (collectively the "Securities Act"), (ii) is in respect compliance with an opinion of counsel, addressed to Company or upon which Company is authorized to rely ("Opinion of Counsel"), to the exercise and/or effect that such offer, sale, pledge, hypothecation, or other disposition does not violate the Securities Act, or (iii) is in compliance with an Opinion of Counsel that the transaction complies with Rule 144 promulgated by the Securities and Exchange Commission ("Rule 144"). Subject to the foregoing, transfer of this Warrant and/or transfer of shall be made by holder at Company's principal office (or at such Warrant Shares. (bother location as Company may notify holder) This Warrant and the Warrant Shares shall not be transferable (except for a transfer by holder in person or by his duly authorized attorney, upon surrender of this Warrant or properly endorsed, with the Warrant Shares attached Registration of Assignment completed. Unless the securities transferred are no longer "restricted securities" as defined under Rule 144, the permissibility of transfers pursuant to this Section 5 shall be conditioned upon such transferee making in an offering registered under writing to Company the Securities Act, covenant set forth in the second sentence of this Section 5. All expenses of transfer including, without limitation, a transfer in a registered offering effected pursuant to Section 6taxes and attorneys' fees, and any subsequent transfer) unless, prior to any transfer, whether incurred by the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant Company or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)transferor, and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated borne by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144transferor.

Restrictions on Transfer. (a) This Warrant shall The Common Stock Equivalents will be credited to a bookkeeping account established in the Participant’s name immediately upon the execution of this Agreement, and may not be exercisable sold, assigned, transferred, anticipated, alienated, pledged, encumbered or otherwise charged, whether voluntarily or involuntarily, by a transferee hereof and/or transferable operation of law or otherwise, from the Date of Grant until vesting of such Common Stock Equivalents, which shall occur in accordance with Paragraph 3 below and the Warrant Shares schedule contained on Exhibit A. Any attempt to sell, assign, transfer, anticipate, alienate, pledge, encumber or charge the same prior to vesting shall not be transferable except upon void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the conditions specified in this Section person entitled to such benefits prior to vesting. If the Participant shall become bankrupt or attempt to sell, assign, transfer, anticipate, alienate, pledge, encumber or charge any right or benefit hereunder, other than as contemplated by Paragraph 5, which conditions are intendedor if any creditor shall attempt to subject the same to a writ of garnishment, among attachment, execution, sequestration, or any other thingsform of process or involuntary lien or seizure prior to the vesting, to ensure compliance with the provisions of the Securities Act of 1933, as amended, then such right or benefit shall cease and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharesterminate. (b) This Warrant As the Common Stock Equivalents described herein become vested, such vested Common Stock Equivalents shall be immediately converted into Shares of Common Stock and such converted Shares of Common Stock shall be delivered to the Warrant Participant immediately, or, to the extent permitted by Section 409A of the Code, as soon as administratively practicable following the date on which vesting occurs. The delivery of any Shares shall not be transferable (except for a transfer of this Warrant or Common Stock in connection with the Warrant Shares in an offering registered under conversion of the Securities Act, including, without limitation, a transfer in a registered offering effected Common Stock Equivalents granted pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant Agreement shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144Paragraph 8 below.

Restrictions on Transfer. The Option being granted hereunder, or any shares issued pursuant to the exercise of such option shall be subject to the following restrictions: (a) This Warrant Neither the option granted hereunder nor shares issued pursuant to the exercise of such option may be sold or otherwise disposed of until a period of at least three (3) years shall have elapsed from the date of grant of this option. (b) For a period of three (3) years after the option is issued to Optionee, the option, if unexercised, or the underlying shares, if acquired, may in the sole discretion of the Company, be reacquired by the Company at the same price as paid by Optionee for the option and/or shares, as the case may be, should such Optionee's employment or service with the Company be terminated for fraud, misappropriation or similar wrongdoing to the Company. Anything in the foregoing to the contrary notwithstanding, this restriction shall not be exercisable by permit the Company to reacquire shares upon which the prohibition against sale or other disposition has lapsed prior to termination of employment. (c) Optionee represents that he is acquiring this Option pursuant to the Restricted Plan, for investment purposes only, and not with a transferee hereof and/or transferable view to the distribution or public offering thereof. Optionee agrees that he will not make any sale, transfer, pledge, hypothecation, encumbrance or other disposition of this Option, unless and until (i) such Option is registered pursuant to an effective registration statement filed in accordance with the Warrant Shares shall not be transferable except upon the conditions specified Securities Act of 1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in this Section 5, which conditions are intended, among other thingsform and substance to it, to ensure compliance with the provisions effect that such sale or other disposition may be made without registration under the then applicable rules of the Securities Act of 1933, as amended, 1933 and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinpromulgated thereunder. (d) To facilitate sales Neither this Option, nor the underlying shares prior to the exercise, shall be transferrable, except by a holder Will or pursuant to the laws of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated descent and distribution. This Option may be exercised during Optionee's lifetime only by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedhim, and upon the rules and regulations death of the Commission thereunder Optionee, only for the period ending six (collectively 6) months following appointment and qualification of his Executor or legal representative. Neither this Option, nor the "Exchange Act")underlying shares prior to exercise, and may be pledged, hypothecated, or otherwise used as collateral to provide said holder upon request secure the payment of any debt. (e) In the event the Optionee's employment or services with SPARTECH shall be terminated voluntarily, with SPARTECH's consent or without such other information as consent, or for any reason whatever, this Option shall remain exercisable for a period of three (3) years from the date of such holder termination. In no event, however, may require for compliance with the provisions of said Rule 144this Option be exercised, in whole or in part, later than June 30, 2002.

Restrictions on Transfer. (a) This Warrant Until the closing of the Restructuring, each Consenting Noteholder agrees that, as long as this Agreement has not terminated in accordance with its terms, it shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified sell, transfer, assign or otherwise dispose of any Claims, or any option thereon or any right or interest (voting or otherwise) in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions any or all of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission its Claims (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, any participation therein), unless (i) the transferee, participant or other party (A) is a transfer Consenting Noteholder, (B) is an affiliate of a Consenting Noteholder that complies with the requirement of clause (C), or (C) agrees in writing to assume and be bound by all of the terms of this Agreement with respect to all Claims of such transferee, participant or other party currently holds or shall acquire in the future by executing the Joinder attached hereto as Exhibit B (such transferee, participant or other party, if any, is also deemed to be a registered offering effected pursuant to Section 6“Consenting Noteholder” hereunder), and (ii) the transferor complies with any subsequent transfer) unlessapplicable transfer restrictions and/or conditions to transfer set forth herein and in the Indentures. If a transferee of any of the Claims is not a Consenting Noteholder or does not execute a Joinder in substantially the form attached hereto as Exhibit B, as applicable, prior to any or contemporaneously with the completion of such sale, transfer, participation or other disposition, then such sale, transfer, assignment or other disposition or related option, right or interest shall be deemed void ab initio. This Agreement shall in no way be construed to preclude any Consenting Noteholder from acquiring additional Claims; provided, however, that any such additional holdings shall automatically be deemed to be subject to all of the holder hereof shall have received from its transferee reasonable assurances terms of this Agreement and each such Consenting Noteholder agrees that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant additional holdings shall be subject to all this Agreement and that it shall vote (or cause to be voted) any such additional holdings in a manner consistent with this Agreement. Subject to the terms and conditions hereinof any order of any court, each Consenting Noteholder agrees to provide to counsel for the Company and shall acknowledgeto counsel for the other Consenting Noteholder(s) (i) a copy of any Joinder and (ii) a notice of the acquisition of any additional Claims, in writing, upon receipt of this Warrant his or her acceptance each case within five (5) business days of the terms and conditions herein. (d) To facilitate sales by consummation of the transaction disposing of, or acquiring Claims. Notwithstanding the foregoing, any transferee lender that specifies in the documentation executed in connection with the transfer of all or any of its Claims that it is acting as a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated “Riskless Principal,” as such term is defined by the Commission under Loan Syndications and Trading Association in its Standard Terms and Conditions for Distressed Trade Confirmations shall not be required to execute the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for Joinder annexed hereto as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request Exhibit B in connection with such other information transfer; provided, however, that any subsequent transferee lender of such “Riskless Principal” shall be required to execute the Joinder annexed hereto as such holder may require for compliance with the provisions of said Rule 144.Exhibit B.

Restrictions on Transfer. (a) This Warrant Until an Award Share becomes vested and nonforfeitable, it may not be sold, assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5subject to execution, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharesattachment or similar process. (b) This Warrant You hereby represent and warrant to the Warrant Company as follows: (i) You will hold the Award Shares shall for your own account for investment only and not be transferable (except with a view to, or for a transfer resale in connection with, any “distribution” of this Warrant or the Warrant Award Shares in an offering registered under within the meaning of the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer. (ii) unless, prior to any transfer, You understand that the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Award Shares have not been registered under the Securities Act by reason of a specific exemption and that such person is acquiring this Warrant or the Warrant Award Shares for investment only and not with the view to the disposition or public offering thereof (must be held indefinitely, unless in an offering they are subsequently registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide you obtain an opinion of counsel, who shall be reasonably in form and substance satisfactory to the Company and its counsel, that such registration is not required. You further acknowledge and understand that the Company is under no obligation to register the Award Shares. (iii) You understand that the Company may, in its discretion, impose restrictions on the sale, pledge or other transfer of the Award Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company, that an exemption from the registration requirements of such restrictions are necessary or desirable to comply with the Securities Act Act, the securities laws of any State or any other law. (iv) You are aware that your investment in the Company is availablea speculative investment that has limited liquidity and is subject to the risk of complete loss. (c) Any permitted subsequent holder attempt to dispose of any such Award Shares in contravention of the restrictions set forth in Section 4(a) shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Warrant shall be subject Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend or liquidation rights to, any transferee to all the terms and conditions herein, and shall acknowledge, whom Award Shares have been transferred in writing, upon receipt contravention of this Warrant his or her acceptance of the terms and conditions hereinAgreement. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144.

Restrictions on Transfer. (a) This Warrant Prior to any proposed transfer of any Registrable Securities (other than under the circumstances described in Section 3 hereof), the Holder thereof shall give written notice to Acquiror of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by Acquiror, shall be accompanied by an opinion of counsel reasonably satisfactory to Acquiror to the effect that the proposed transfer may be effected without registration under the Securities Act (provided, however, that if Acquiror does not express any objection to such opinion of counsel within five (5) business days after Acquiror's receipt of such opinion of counsel, Acquiror shall be deemed to have determined that such opinion of counsel is satisfactory to Acquiror), whereupon such Holder shall be entitled to transfer the Registrable Securities in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the legend set forth in Section 2(b), except that such certificate or instrument shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified bear such legend if (i) such transfer is in this Section 5, which conditions are intended, among other things, to ensure compliance accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee would be entitled to transfer such Registrable Securities in a public sale without registration under the Securities Act. (b) Each certificate evidencing Registrable Securities to be issued to any Holder in connection with the Merger ("Restricted Shares") shall bear a legend in substantially the following form: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk Industries, Inc. ("Mohawk") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission"2) thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, (i) Rule 145(d) (in the opinion case of counsel shares issued to an individual who is not an affiliate of Mohawk) or (ii) Rule 144 (in the Company, case of shares issued to an individual who is an affiliate of Mohawk) of the Rules and Regulations of such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, or (3) in accordance with a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an legal opinion of counsel, who shall be reasonably satisfactory to the Company, counsel for Mohawk that an exemption such sale or transfer is otherwise exempt from the registration requirements of the Securities Act is availablesuch Act." (c) Any permitted subsequent holder of this Warrant In the event that any Restricted Shares shall cease to be subject to all the terms and conditions hereinrestrictions on transfer set forth in this Agreement, and shall acknowledge, in writingAcquiror shall, upon receipt of this Warrant his or her acceptance the written request of the terms and conditions herein. (d) To facilitate sales by Holder thereof, issue to such Holder a holder of this Warrant new certificate evidencing such Restricted Shares without the legend or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934legends, as amendedapplicable, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144required by Section 2(b) hereof endorsed thereon.

Restrictions on Transfer. Each Lender may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 9.7 and 9.8 of the Credit Agreement with the prior written consent of the Lessee (a) This Warrant to the extent no Default or Event of Default shall have occurred and be continuing and which consent shall not be exercisable by a transferee hereof and/or transferable unreasonably withheld or delayed and the Warrant Shares Agent (which consent shall not be transferable except upon unreasonably withheld or delayed); 66 provided, each participant, assignee or transferee must obtain the conditions specified same ratable interest in this Tranche A Loans, Tranche A Commitments, Tranche B Loans and Tranche B Commitments (and to the extent the selling Lender is also a Holder (or an Affiliate of a Holder), each such participant, assignor or transferee must also obtain the same ratable interest in and to the Holder Advances, Holder Commitments and the Trust Estate); provided further, that each Lender that assigns all or a portion of its interest hereunder and under the other Operative Agreements shall deliver to the Agent a copy of each Assignment and Acceptance (as referenced in Section 59.8 of the Credit Agreement) for purposes of maintaining the Register. The Holders may, which conditions are intendeddirectly or indirectly, among other thingsassign, convey or otherwise transfer any of their right, title or interest in or to ensure compliance the Trust Estate or the Trust Agreement to a bank or financial institution with the provisions prior written consent of the Securities Act of 1933, as amended, Agent and the rules and regulations of the Securities and Exchange Commission Lessee (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares which consent shall not be transferable (except for a transfer of this Warrant unreasonably withheld or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, delayed) and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unlessterms of Section 11.8(b) of the Trust Agreement; provided, in the opinion of counsel to the Company, such legend may be omitted. In extent the event selling Holder is also a Lender (or an Affiliate of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transferLender), each such assignee, receiver of a conveyance or other transferee must also obtain the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory same ratable interest in and to the CompanyTranche A Loans, that an exemption from the registration requirements Tranche A Commitments, Tranche B Loans and Tranche B Commitments. No Credit Party may assign any of the Securities Act is available. (c) Any permitted subsequent holder Operative Agreements or any of this Warrant shall be subject its respective rights or obligations thereunder or with respect to all any Property in whole or in part to any Person without the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance prior written consent of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availableAgent, the Company agrees to satisfy Lenders, the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, Holders and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144Lessor.

Restrictions on Transfer. (a) This Warrant Option may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered in any manner otherwise than by will, the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Code; provided, however, that the Consultant may assign or transfer this Option to members of his immediate family or to a trust for the benefit of such members of his immediate family and, during the lifetime of the Consultant, this Option may be exercised only by the Consultant or assignee, as the case may be, or his legally authorized representative. The Consultant shall not have any right to sell, assign, transfer, pledge or otherwise dispose of or encumber this Option, and any attempted transfer, sale, assignment, pledge or encumbrance shall have no effect on the Company. The Company may also require a Consultant to furnish evidence satisfactory to the Company, including a written and signed representation letter and consent to be exercisable bound by a transferee hereof and/or transferable and the Warrant any transfer restrictions imposed by law, legend, condition or otherwise. The Shares shall not be transferable except upon issued with respect to any Option unless the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance the exercise of the Option shall comply with the terms and conditions of the Consulting Agreement and all relevant provisions of federal and state law, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the requirements of any stock exchange upon which the Securities Shares may then be listed, and Exchange Commission (shall be further subject to the "Commission") thereunder (collectively approval of counsel for the "Securities Act"), in Company with respect of the exercise and/or transfer of this Warrant and/or transfer of to such Warrant Sharescompliance. (b) This Warrant The Consultant, by its acceptance hereof, represents, opines, covenants and agrees that (i) the Warrant Shares shall not be transferable (except for a transfer Consultant has knowledge of this Warrant or the Warrant Shares in an offering registered under business and affairs of the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6Company, and any subsequent transfer(ii) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person this Option is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares being acquired for investment only and not with the a view to the disposition or public offering thereof (unless in distribution hereof and that, absent an offering registered effective registration statement under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 19341933, as amended, and the rules and regulations of the Commission thereunder amended (collectively the "Exchange Act"), and to provide said holder upon request covering the disposition of this Option, it will not be sold, transferred, assigned, hypothecated or otherwise disposed of without first providing the Company with such other information as such holder may require for compliance with the provisions of said Rule 144.an opinion of

Restrictions on Transfer. (a) This Warrant Prior to any proposed transfer of any Registrable Securities (other than under the circumstances described in Section 3 hereof), the Holder thereof shall give written notice to Acquiror of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by Acquiror, shall be accompanied by an opinion of counsel reasonably satisfactory to Acquiror to the effect that the proposed transfer may be effected without registration under the Securities Act, whereupon such Holder shall be entitled to transfer the Registrable Securities in accordance with the terms of its notice. Each certificate or instrument transferred as above provided shall bear the legend set forth in Section 2(b), except that such certificate or instrument shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified bear such legend if (i) such transfer is in this Section 5, which conditions are intended, among other things, to ensure compliance accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee would be entitled to transfer such Registrable Securities in a public sale without registration under the Securities Act. (b) Each certificate evidencing Registrable Securities issued to any Holder in connection with the Merger ("Restricted Shares") shall bear a legend in substantially the following form: "The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a "pooling of interests" and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as Mohawk Industries, Inc. ("Mohawk") has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission"2) thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, (i) Rule 145(d) (in the opinion case of counsel shares issued to an individual who is not an --- affiliate of Mohawk) or (ii) Rule 144 (in the Company, case of shares issued to an individual who is an affiliate of Mohawk) of the Rules and Regulations of such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, or (3) in accordance with a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an legal opinion of counsel, who shall be reasonably satisfactory to the Company, counsel for Mohawk that an exemption such sale or transfer is otherwise exempt from the registration requirements of the Securities Act is availablesuch Act." (c) Any permitted subsequent holder of this Warrant In the event that any Restricted Shares shall cease to be subject to all the terms and conditions hereinrestrictions on transfer set forth in this Agreement, and shall acknowledge, in writingAcquiror shall, upon receipt of this Warrant his or her acceptance the written request of the terms and conditions herein. (d) To facilitate sales by Holder thereof, issue to such Holder a holder of this Warrant new certificate evidencing such Restricted Shares without the legend or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934legends, as amendedapplicable, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144required by Section 2(b) hereof endorsed thereon.

Restrictions on Transfer. None of the Award [2018] LTIP Units (SB) shall be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the Partnership Agreement (a) This Warrant shall not be exercisable by a transferee hereof and/or transferable prior to vesting, and the Warrant Shares shall not be transferable except upon the conditions specified (b) unless such Transfer is in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of all applicable securities laws (including, without limitation, the Securities Act of 1933, as amendedamended (the “Securities Act”)), and the rules applicable terms and regulations conditions of the Securities Partnership Agreement; and Exchange Commission (provided, further, that the "Commission") thereunder (collectively Transferee agrees in writing with the "Securities Act"), in respect of Company and the exercise and/or transfer of this Warrant and/or transfer Partnership not to make any further Transfer of such Warrant Shares. vested Award [2018] LTIP Units (bSB) This Warrant and the Warrant Shares shall not be transferable or Award [2018] LTIP Units (except for a transfer SB) that have been converted into Units (“Converted LTIP Units”) other than as permitted by this Section 8. In connection with any Transfer of this Warrant Award [2018] LTIP Units (SB) or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transferConverted LTIP Units, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and Partnership may require the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view Grantee to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the CompanyPartnership, that an exemption from the registration requirements of such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act is available. Act). Any attempted Transfer of Award [2018] LTIP Units (cSB) Any permitted subsequent holder of this Warrant shall be subject to all not in accordance with the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms Section 8 shall be null and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedvoid, and the rules Partnership shall not reflect on its records any change in record ownership of any Award [2018] LTIP Units (SB) as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and regulations shall not in any way give effect to any such Transfer of any Award [2018] LTIP Units (SB). The restrictions on Transfer in this Section 8 shall not be interpreted to prohibit the Grantee from designating one or more beneficiaries to receive the Grantee’s LTIP Units or Converted LTIP Units that are payable in the event of the Commission thereunder (collectively Grantee’s death. Any such beneficiary designation shall be on a form provided or approved by the "Exchange Act"), and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144Company.

Restrictions on Transfer. The Option being granted hereunder, or any shares issued pursuant to the exercise of such option shall be subject to the following restrictions: (a) This Warrant Neither the option granted hereunder nor shares issued pursuant to the exercise of such option may be sold or otherwise disposed of until a period of at least three (3) years shall have elapsed from the date of grant of this option. (b) For a period of three (3) years after the option is issued to Optionee, the option, if unexercised, or the underlying shares, if acquired, may in the sole discretion of the Company, be reacquired by the Company at the same price as paid by Optionee for the option and/or shares, as the case may be, should such Optionee's employment or service with the Company be terminated for fraud, misappropriation or similar wrongdoing to the Company. Anything in the foregoing to the contrary notwithstanding, this restriction shall not be exercisable by permit the Company to reacquire shares upon which the prohibition against sale or other disposition has lapsed prior to termination of employment. (c) Optionee represents that he is acquiring this Option pursuant to the Restricted Plan, for investment purposes only, and not with a transferee hereof and/or transferable view to the distribution or public offering thereof. Optionee agrees that he will not make any sale, transfer, pledge, hypothecation, encumbrance or other disposition of this Option, unless and until (i) such Option is registered pursuant to an effective registration statement filed in accordance with the Warrant Shares shall not be transferable except upon the conditions specified Securities Act of 1933; or (ii) SPARTECH receives an opinion of counsel satisfactory in this Section 5, which conditions are intended, among other thingsform and substance to it, to ensure compliance with the provisions effect that such sale or other disposition may be made without registration under the then applicable rules of the Securities Act of 1933, as amended, 1933 and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions hereinpromulgated thereunder. (d) To facilitate sales Neither this Option, nor the underlying shares prior to the exercise, shall be transferrable, except by a holder Will or pursuant to the laws of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated descent and distribution. This Option may be exercised during Optionee's lifetime only by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedhim, and upon the rules and regulations death of the Commission thereunder Optionee, only for the period ending six (collectively 6) months following appointment and qualification of his Executor or legal representative. Neither this Option, nor the "Exchange Act")underlying shares prior to exercise, and may be pledged, hypothecated, or otherwise used as collateral to provide said holder upon request secure the payment of any debt. (e) In the event of Optionee employment or services with SPARTECH shall be terminated voluntarily, with SPARTECH's consent or without such other information as consent, or for any reason whatever, this Option shall remain exercisable for a period of at least three (3) years from the date of such holder termination. In no event, however, may require for compliance with the provisions of said Rule 144.this Option be exercised, in whole or in part, later than November 30,

Restrictions on Transfer. (a) This The Registered Holder represents, by accepting this Warrant shall that it understands that this Warrant and any securities obtainable upon exercise of this Warrant have not been registered for sale under Federal or state securities laws and are being offered and sold to the Registered Holder pursuant to one or more exemptions from the registration requirements of such securities laws. Certificates representing Warrant Stock must bear the restrictive legend set forth herein. The Registered Holder understands that the Registered Holder must bear the economic risk of such Registered Holder's investment in this Warrant and any Warrant Stock or other securities obtainable upon exercise of this Warrant for an indefinite period of time, as this Warrant and such Warrant Stock or other securities have not been registered under Federal or state securities laws and therefore cannot be exercisable sold unless subsequently registered under such laws, or an exemption from such registration is available. (b) The Registered Holder, by such Registered Holder's acceptance of this Warrant, represents to the Corporation that such Registered Holder is acquiring this Warrant and will acquire any Warrant Stock or other securities obtainable upon exercise of this Warrant for such Registered Holder's own account for investment and not with a transferee hereof and/or transferable and view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. The Registered Holder agrees that this Warrant Shares shall will not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, sold or otherwise transferred unless (i) a registration statement with respect to ensure compliance with the provisions of such transfer is effective under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the "Commission") thereunder (collectively the "Securities Act"), in respect of the exercise and/or ) or (ii) such sale or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall not be transferable (except for a transfer of this Warrant is made pursuant to one or the Warrant Shares in an offering registered under more exemptions from the Securities Act, and (iii) such sale or transfer to a non-affiliate of the Registered Holder is approved by the prior written consent of the Corporation. The Registered Holder agrees the Warrant Stock will not be sold or otherwise transferred unless (i) a registration statement with respect to such transfer is effective under the Securities Act or (ii) such sale or transfer is made pursuant to one or more exemptions from the Securities Act. (c) The Corporation shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s affiliates), as set forth on the applicable Exercise Notice, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the preceding sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (1) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (2) exercise, conversion, or exchange of the unexercised, unconverted, or non-exchanged portion of any other securities of the Corporation (including, without limitation, any other warrants) subject to a transfer in a registered offering effected pursuant to Section 6limitation on conversion, and any subsequent transfer) unlessexercise, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view exchange analogous to the disposition limitation contained herein beneficially owned by the Holder or public offering thereof (unless any of its affiliates. Except as set forth in an offering registered under the Securities Act preceding sentence, for purposes of 1933 or exempt therefrom)this Section, and that such person is aware that the stock certificates evidencing the Warrant Shares beneficial ownership shall bear a legend restricting transfer and disposition thereof be calculated in accordance with the Securities Act unless, in the opinion Section 13(d) of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of this Warrant shall be subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the determination of whether a person or entity is an “affiliate” of the Commission thereunder (collectively Holder shall also be made in accordance with the "Exchange Act", the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations under such acts. To the extent that the limitation contained in this Section applies, the determination of whether this Warrant is exercisable (in relation to provide said other securities owned by the Holder together with any affiliates) and of which a portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Corporation’s most recent Form 10-Q report or Form 10-K report, as the case may be, (y) a more recent public announcement by the Corporation, or (z) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Corporation shall within one trading day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder upon request with such other information as such holder may require for compliance with of this Warrant. (d) Notwithstanding the provisions of said Rule 144the immediately preceding paragraph, the Holder, upon not less than sixty-one days’ prior written notice to the Corporation, may elect (1) to change the Beneficial Ownership Limitation to 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant or (2) to eliminate the Beneficial Ownership Limitation in its entirety.

Restrictions on Transfer. (a) This Warrant shall The Notes have not be exercisable by a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance with the provisions of been registered or qualified under the Securities Act or the securities laws of 1933, as amended, and the rules and regulations of any state. No Note may be transferred unless such Note is resold (i) pursuant to a valid registration statement under the Securities Act and Exchange Commission any applicable state securities or "Blue Sky" laws, (ii) pursuant to Rule 144A under the "Commission"Securities Act or (iii) thereunder (collectively pursuant to another exemption available under the "Securities Act")Act and, in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shareseach case, in compliance with any applicable state securities or "Blue Sky" laws. (b) This Warrant and the Warrant Shares shall not be transferable (except for Prior to a transfer of this Warrant or the Warrant Shares in an offering registered a Note pursuant to Rule 144A under the Securities Act, includingthe Indenture Trustee shall require a transferor's representation letter AND a transferee's letter in the forms attached hereto as EXHIBIT B-1 and EXHIBIT B-2, without limitation, respectively. Prior to a transfer in of a registered offering effected Note pursuant to Section 6, and any subsequent transfer) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant or the Warrant Shares for investment only and not with the view to the disposition or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom), and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, in the opinion of counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant (other than a transfer in an offering registered another exemption available under the Securities Act, includingthe Indenture Trustee shall require a transferee's representation letter in the form attached hereto as EXHIBIT B-3, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide or such other representations (or an acceptable opinion of counsel, who shall be reasonably satisfactory counsel obtained at no expense to the Company, that an exemption from Issuer) as may be approved by the registration requirements of the Securities Act is availableIssuer. (c) Any permitted subsequent holder The Indenture Trustee shall have no liability to the Trust Estate, any Noteholder, or any other Person arising from a transfer of any Note in reliance upon a certification or representations, or an opinion described in this Warrant shall be subject Section 2.12. Neither the Issuer nor the Indenture Trustee is obligated to all register or qualify the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his Notes under the Securities Act or her acceptance of the terms and conditions hereinany other securities law. (d) To facilitate sales Promptly after receipt, the Indenture Trustee shall furnish to a requesting Holder, or any prospective owner designated by a holder such Holder, the information required to be delivered to Holders and prospective owners of this Warrant or Warrant Shares Notes in transactions qualifying under connection with resales of the Notes to permit compliance with Rule 144 promulgated by the Commission under 144A of the Securities Act, if available, the Company agrees to satisfy the current public information requirements of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request in connection with such other resales. Such information with respect to the Notes shall be provided to the Indenture Trustee as such holder may require for compliance with provided in the provisions of said Rule 144related Sale and Servicing Agreement.