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 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 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 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 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 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 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 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 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 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. 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. 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 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. (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. (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 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. 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 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. (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; 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 provision; 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 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 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 person or entity to whom or which all or any part of the Premises have been so sold or transferred, being the "Exchange ActTransferee"), 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 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. (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. 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 If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the shares issuable hereunder), 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 under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such person is acquiring exercise, transfer, or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and sub-stance reasonably acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act. (b) Notwithstanding anything in the Warrant to the contrary, this Warrant shall not be exercisable to the extent (but only to the extent) that (a) the number of shares of Common Stock beneficially owned by the holder of this Warrant and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the Warrant Shares for investment only and not with unexercised or unconverted portion of any other securities of the view Company subject to a limitation on conversion or exercise analogous to the disposition or public offering thereof limitation contained herein) and (unless in an offering registered under b) the Securities Act number 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 shares of counsel to the Company, such legend may be omitted. In the event of any transfer Common Stock issuable upon exercise of this Warrant (other or portion thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by such holder and its affiliates of more than a transfer in an offering registered under 9.99% of the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer)outstanding shares of Common Stock. To the extent the above limitation applies, the holder hereof shall provide an opinion determination of counsel, who shall be reasonably satisfactory whether and to the Company, that an exemption from the registration requirements of the Securities Act is available. (c) Any permitted subsequent holder of what extent this Warrant shall be subject exercisable with respect to all other securities owned by such holder shall be in the terms sole discretion of the holder and conditions herein, and shall acknowledge, in writing, upon receipt submission of this Warrant his for full or her acceptance partial exercise shall be deemed to be the holder's determination of whether and the extent to which this Warrant is exercisable, in each case subject to such aggregate percentage limitation. No prior inability to exercise this Warrant pursuant to this Section shall have any effect on the applicability of the terms and conditions herein. (d) To facilitate sales by a holder provisions of this Warrant or Warrant Shares Section with respect to any subsequent determination of exercisability. For purposes of the immediately preceding sentence, beneficial ownership shall be determined 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 accordance with Section 13(d) of said Rule 144, for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (a) hereof. The restrictions contained in this Section 8(g) may not be amended without the rules and regulations written consent of the Commission thereunder (collectively Company and 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.

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. (a) This Warrant The Collateral Indebtedness Interest shall not be exercisable by a transferee hereof and/or transferable and subject to the Warrant Shares shall not be transferable except upon restrictions on transfer set forth in 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 SharesLoan Agreement. (b) This Warrant The Transferor may at any time, without the consent of the Class A Certificateholders and Class B Certificateholders, (i) sell or transfer all or a portion of the Class D Certificates, provided that (A) the Transferor shall have given notice to the Trustee, the Servicer and the Warrant Shares shall not be transferable (except for a Rating Agencies of such proposed sale or transfer of this Warrant the Class D Certificates at least five (5) Business Days prior to the consummation of such sale or transfer; (B) the Warrant Shares Rating Agency Condition shall have been satisfied; (C) no Pay Out Event shall have occurred prior to the consummation of such proposed sale or transfer of Class D Certificates; (D) the Transferor shall have delivered an Officer's Certificate dated the date of the consummation of such proposed sale or transfer to the effect that, in the reasonable belief of the Transferor, such action will not, based on the facts known to such officer at the time of such certification, cause a Pay Out Event to occur with respect to any Series, and (E) the Transferor shall have provided an offering registered under Opinion of Counsel addressed to the Securities ActTrustee, dated the date of such certificate with respect to such action, that such proposed sale or transfer will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class with respect to which an Opinion of Counsel addressed to the Trustee was delivered at the time of their issuance that such Investor Certificates would be characterized as debt, cause the Trust to be classified, for federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation and cause or constitute an event in which gain or loss would be recognized by any Certificateholder. (c) Each initial transferee of the Class D Certificates or any interest therein and any assignee thereof or participant therein (each a "holder") shall certify to the Transferor, the Servicer and the Trustee that it has neither acquired nor will it sell, transfer, assign participate, pledge, hypothecate, or otherwise dispose (any such act, a "transfer") of any interest in its Class D Certificates or cause an interest in its Class D Certificates to be marketed on or through (i) an "established securities market" within the meaning of Section 7704(b)(1) of Code and any Treasury regulation thereunder, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) a "secondary market" within the meaning of Section 7704(b)(2) of the Code and any Treasury regulation thereunder, including, without limitation, a transfer market wherein interests in the Class D Certificates are regularly quoted by any Person making a registered offering effected pursuant market in such interests and a market wherein any Person regularly makes available bid or offer quotes with respect to Section 6interests in the Class D Certificates and stands ready to effect buy or sell transactions at the quoted price for itself or on behalf of others. In addition, and any subsequent transfer) unlesseach holder shall certify, prior to any delivery or transfer to it of a Class D Certificate or interest therein, that it is not and will not become a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes. If a holder cannot make the certification described in the preceding sentence, the Transferor, the Trustee or the Servicer may prohibit a transfer to such entity; provided, however, that if the Transferor, the Trustee or the Servicer agrees to permit such a transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and Transferor, the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant Servicer or the Warrant Shares for investment only and not with Trustee may require additional certifications in order to prevent the view Trust from being treated as a publicly traded partnership. Each holder acknowledges that special tax counsel to the disposition Transferor may render Opinions of Counsel from time to time to the Transferor and others that the Trust will not be treated as an association or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)as a publicly traded partnership taxable as a corporation, and that such person is aware that Opinions of Counsel will rely in part on 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 accuracy of the Securities Act is availablecertifications in this subsection K(c). (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. 5.1 Participant hereby acknowledges that none of the Shares may be sold, exchanged, assigned, transferred, pledged, hypothecated, gifted or otherwise disposed of (acollectively, "disposed of") This Warrant until such time as the Shares have become Vested Shares and payment of any withholding tax with respect to such Vested Shares has been made. Participant further acknowledges that there may be a period of administrative delay between the date on which the Shares become Vested Shares and the date on which such Vested Shares may be disposed of by the Participant. Unvested Shares may be transferred to a "family member" as defined in and pursuant to the terms and conditions set forth in Section A.1.a.5 of the General Instructions to Form S-8 promulgated under the Securities Act of 1933, as amended, as such provision may be amended from time to time, on such terms and conditions as may be determined by the Human Resources Department. 5.2 Participant shall not be exercisable by a transferee hereof and/or transferable and dispose of the Warrant Shares shall not be transferable except upon acquired, or any portion thereof, at any time, unless the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance disposition complies with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (thereunder, any other applicable securities law, and the "Commission") thereunder (collectively terms of this Agreement and the "Securities Act"), in respect of Stock Incentive Plan. Participant further agrees that the exercise and/or Company may direct its transfer agent to refuse to register the transfer of any Shares underlying this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Bonus 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 unlessAward which, in the opinion of counsel to the Company's counsel, constitutes a violation of any applicable securities laws then in effect or the terms of this Agreement. 5.3 Any certificate representing Unvested Shares shall, unless the Board Committee determines otherwise, bear a legend substantially as follows: "The sale or other transfer of the shares of stock represented by this certificate is subject to certain restrictions set forth in the Federated Investors, Inc. Stock Incentive Plan, administrative rules adopted pursuant to such Plan and a Bonus Restricted Stock Program Award Agreement between the registered owner and Federated Investors, Inc. A copy of the Plan, such legend rules and such agreement may be omittedobtained from the Secretary of Federated Investors, Inc." The Participant further acknowledges and understands that the certificate(s) representing the Shares issued hereunder may bear such additional legend(s) as the Company deems appropriate in order to assure compliance with applicable securities laws. In Any book entry account for the Unvested Shares will be restricted and subject to stop orders. 5.4 If certificates representing Unvested Shares are issued, they shall be retained in the Company’s custody. Within a reasonable time after the Unvested Shares become Vested Shares, all restrictions or stop orders applicable to such Vested Shares shall be removed and, in the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Actthat certificates have been issued, 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 legends shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableremoved. (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 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. (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 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 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 such Warrant Shares. The Holder by acceptance of this Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares in prior to delivery to the Company of an offering registered opinion of the Holder’s counsel 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, includinghowever, that the Holder may freely transfer this Warrant or such Warrant Shares (without limitationdelivery to the Company of an opinion of Counsel) (i) to one of its nominees, affiliates or a transfer in nominee thereof, (ii) to a registered offering effected pursuant to Section 6pension or profit-sharing fund established and maintained for its employees or for the employees of any affiliate, and any subsequent transfer(iii) unless, prior from a nominee to any transfer, of the holder hereof shall have received from its transferee reasonable assurances that such person is aware that aforementioned persons as beneficial owner of this Warrant and the or such Warrant Shares have not been registered Shares, or (iv) to a qualified institutional buyer, or accredited investor, so long as such transfer is effected in compliance with Rule 144A under the Securities Act and Act; provided, in each case, that such person is acquiring transferee agrees to be bound by the transfer restrictions set forth herein. Holder shall be entitled to transfer this Warrant or the and/or such 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 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 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 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 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 shall not be exercisable by a transferee hereof and/or transferable Until the earlier of the expiration of the Standstill Period and the Warrant public release of efficacy data by Ovid from the [*] (as defined in the Collaboration Agreement), the Purchaser will not Transfer any Shares or any other Company securities acquired by the Purchaser (or an Affiliate) after the date hereof pursuant to the Collaboration Agreement; provided, however, that the Purchaser shall not be transferable except permitted to Transfer any portion or all of its Shares, or any other Company securities acquired by the Purchaser (or an Affiliate) after the date hereof, at any time under the following circumstances: (i) Transfers to any Affiliate, but only upon notice in writing to the conditions specified Company and provided the transferee agrees in this Section 5, which conditions are intended, among other things, to ensure compliance with writing for the provisions benefit of the Securities Act Company (in form and substance satisfactory to the Company) to be bound by the terms and conditions of 1933, as amended, this Agreement and if the transferee and the rules and regulations transferor agree for the express benefit of the Securities and Exchange Commission (Company that the "Commission") thereunder (collectively transferee shall Transfer Shares so Transferred back to the "Securities Act"), in respect transferor at or before such time the transferee ceases to be an Affiliate of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Sharestransferor. (ii) Transfers that have been approved in writing by the Board. (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 Notwithstanding Section 6, and any subsequent transfer) unless, prior to any transfer6.2(a), the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and Purchaser may transfer up to 1% of the Warrant Shares have not been registered under outstanding capital stock of 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 Company 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 Purchaser of its Shares or its other Company securities, the Purchaser shall notify the Company in writing of such Transfer. Additionally, in the event of any Transfer by the Purchaser to an Affiliate of Purchaser, 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 Purchaser 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 Purchaser 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 “Purchaser” 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 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. 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. (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. (a) This Warrant shall not be exercisable Other than as contemplated by a transferee hereof and/or transferable this Agreement and the Warrant Transactions, each Stockholder agrees that such Stockholder shall not, during the period from and including the date of this Agreement through and including the earlier to occur of (i) the Exchange Effective Time, and (ii) the termination of the Merger Agreement in accordance with its terms, Transfer, or cause or permit the Transfer of, any or all of such Stockholder’s Owned Shares, or any voting rights with respect thereto. Any transfer of Owned Shares not permitted hereby shall be null and void. Each Stockholder agrees that any such prohibited transfer may and should be enjoined. If any involuntary transfer of any Owned Shares shall not be transferable except upon occur (including a sale by any Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the conditions specified in transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and rights under this Section 5Agreement, which conditions are intended, among other things, to ensure compliance with shall continue in full force and effect until 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 SharesTermination Date. (b) This Warrant and the Warrant Shares The restrictions set forth in Section 4.1(a) 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 apply to any transfer, the holder hereof shall have received from its transferee reasonable assurances Transfer of Owned Shares 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 approved 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 writing 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 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 hereinEach Stockholder agrees with, and covenants to, the Company that such Stockholder shall acknowledgenot request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any or all of such Stockholder’s Owned Shares, unless such Transfer is made in writing, upon receipt of compliance with this Warrant his or her acceptance of the terms and conditions hereinAgreement. (d) To facilitate sales by a holder In furtherance of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities ActAgreement, if availableand concurrently herewith, each Stockholder shall and hereby does authorize the Company agrees or the Company’s counsel to satisfy notify 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 Company’s transfer agent that there is a stop transfer order with respect to all 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 144Owned Shares.

Restrictions on Transfer. (a) This Each holder of a Note or Warrant shall by acceptance thereof agrees that it will not be exercisable by a transferee hereof and/or transferable and the Warrant sell or otherwise dispose of any Notes, Warrants or Shares shall not be transferable except upon the conditions specified in this Section 5unless (i) such Notes, 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 Warrants 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 and, to the disposition extent required, under any applicable state securities laws, or public offering thereof (unless in an offering registered under the Securities Act of 1933 ii) such Notes, Warrants 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 are sold in accordance with the Securities Act unlessapplicable requirements and limitations of Rule 144 or Rule 144A and any applicable state securities laws, in or (iii) the Company has been furnished with an opinion of or opinions from counsel to the Company, such legend may be omitted. In the event of any transfer of this Warrant holder (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, which counsel and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who opinion(s) shall be reasonably satisfactory to the Company, Company and which counsel may be inside counsel of such holder) to the effect that an exemption from the registration requirements of under the Securities Act is available. not required for the transfer as proposed (c) Any permitted subsequent holder which opinion may be conditioned upon the transferee's assuming the obligations 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 Notes, Warrants or Shares under this Warrant Section) or Warrant Shares in transactions qualifying under Rule 144 promulgated by (iv) the Company has been furnished with a letter from the Division of Corporate Finance of the Commission to the effect that such Division would not recommend any action to the Commission if such proposed transfer were effected without a registration statement effective under the Securities Act. The Company agrees that within five (5) Business Days after receipt of any opinion referred to in (iii) above, it will notify the holder supplying such opinion whether such opinion is satisfactory to the Company's counsel. Notes may be transferred only in Authorized Denominations. (b) The Company may endorse on all Notes, Warrants and Share certificates a legend stating or referring to the transfer restrictions contained in paragraph (a) above; provided that no such legend shall be endorsed -------- on any Notes, Warrants or Share certificates which, when issued, are no longer subject to the restrictions of this Section 16; provided, further, that if availablea -------- ------- transfer is made pursuant to clause (i), (ii) (other than pursuant to Rule 144A) or (iv) of paragraph (a) or if an opinion of counsel provided pursuant to clause (iii) of paragraph (a) concludes that the legend is no longer necessary, the Company agrees to satisfy the current public information requirements of said Rule 144will deliver upon transfer Notes, for as long Warrants or Share certificates, as the Shares remain registered under the Securities Exchange Act of 1934case may be, as amended, and the rules and regulations of the Commission thereunder (collectively the "Exchange Act"), and to provide said holder upon request with without such other information as such holder may require for compliance with the provisions of said Rule 144legends.

Restrictions on Transfer. 5.1 The Grantee hereby acknowledges that none of the Shares may be sold, exchanged, assigned, transferred, pledged, hypothecated, gifted or otherwise disposed of (acollectively, “disposed of”) This Warrant until the Shares have become Vested Shares and payment of any withholding tax with respect to such Vested Shares has been made. Unvested Shares may be transferred to a “family member” as defined in and pursuant to the terms and conditions set forth in Section A.1.a.5 of the General Instructions to Form S-8 promulgated under the Securities Act of 1933, as amended, as such provision may be amended from time to time, on such terms and conditions as may be determined by the Compensation Committee. 5.2 The Grantee shall not be exercisable by a transferee hereof and/or transferable and dispose of the Warrant Shares acquired, or any portion thereof, at any time, unless the Grantee shall not be transferable except upon the conditions specified in this Section 5, which conditions are intended, among other things, to ensure compliance comply with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Securities SEC thereunder, any other applicable securities law, and Exchange Commission (the "Commission") thereunder (collectively terms of this Agreement. The Grantee further agrees that the "Securities Act"), in respect of Company may direct its transfer agent to refuse to register the exercise and/or transfer of any Shares underlying 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 unlessRestricted Stock Award which, in the opinion of counsel to the Company’s counsel, constitutes a violation of any applicable securities laws then in effect or the terms of this Agreement. 5.3 Any certificate representing Unvested Shares shall, unless the Compensation Committee determines otherwise, bear a legend substantially as follows: “The sale or other transfer of the shares of stock represented by this certificate is subject to certain restrictions set forth in a Restricted Stock Award Agreement between the registered owner and TriState Capital Holdings, Inc. A copy of such legend agreement may be omittedobtained from the Secretary of TriState Capital Holdings, Inc.” The Grantee further acknowledges and understands that the certificates representing the Shares issued hereunder may bear such additional legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws. In Any book entry account for the Unvested Shares will be restricted and subject to stop orders. 5.4 If certificates representing Unvested Shares are issued, they shall be retained by the Company. Within a reasonable time after the Unvested Shares become Vested Shares, all restrictions or stop orders applicable to such Vested Shares shall be removed and, in the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Actthat certificates have been issued, 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 legends shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availableremoved. (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 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) This Warrant shall not be exercisable by a transferee hereof and/or transferable Convertible Debenture and the Warrant Shares shall not be transferable except Common Stock 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 Debenture 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 Debenture nor the Common Stock issuable upon conversion of this Convertible Debenture 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 Debenture or the Common Stock issuable upon conversion of this Convertible Debenture agrees that it shall not offer, sell, assign, transfer, pledge, encumber or otherwise dispose of this Convertible Debenture 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 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 issuable upon conversion of this Convertible Debenture 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 Debenture 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 Debenture 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 Debenture 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 8(a) above.

Restrictions on Transfer. Tenant shall not assign or transfer this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without Landlord’s prior written consent. Subject to the provisions of Sections 11.2 through 11.7 below, Landlord’s consent shall not be unreasonably withheld, conditioned or delayed, provided the proposed assignee or subtenant (i) is compatible with the quality and stature of the Building and its tenants (provided that the restriction in this clause (i) shall not apply from and after the Substantial Full Occupancy Commencement Date), (ii) will use the Premises only for the Permitted Use, and (iii) in the reasonable judgment of Landlord, has the financial capability to undertake and perform its obligations under this Lease or under the sublease. Subject to Section 11.2, no assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent, which may not be unreasonably withheld, conditioned or delayed. Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant shall not be construed as a consent to or acceptance of such assignee, subtenant or occupant as a tenant. Landlord’s consent to any assignment, subletting or occupancy, or Landlord’s acceptance or collection of rent from any assignee, subtenant or occupant, shall not be construed (a) This Warrant as a waiver or release of Tenant from liability for the performance of any obligation to be performed under this Lease by Tenant or (b) as relieving Tenant or any assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Upon and during the continuance of an Event of Default of Tenant under this Lease, Tenant authorizes each such subtenant or occupant to pay such rent directly to Landlord if such subtenant or occupant receives written notice from Landlord stating that an Event of Default exists under this Lease and specifying that such rent shall be paid directly to Landlord. Any such payments made by any subtenant or occupant shall be credited against the monthly amounts owed by Tenant under this Lease. Each sublease shall provide that, at Landlord’s election, the subtenant agrees to attorn to Landlord or enter into a direct lease with Landlord on the same terms as the sublease in the event this Lease is terminated by reason of an Event of Default by Tenant. Tenant shall not mortgage this Lease without Landlord’s consent, which consent may be granted or withheld in Landlord’s sole discretion. All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. Subject to Section 11.2, if Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary, or by operation of law, of partners owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. If Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant, or any sale or transfer of a controlling interest in the capital stock of Tenant, shall be deemed a voluntary assignment of this Lease. Notwithstanding the foregoing, the transfer (by operation of law or otherwise) of the outstanding capital stock of Tenant or other interests in Tenant by persons or parties through the “over the counter market” or through any recognized stock exchange, 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 deemed an assignment of this Warrant and/or transfer of such Warrant SharesLease. (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 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 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 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. Issuance of Supplemental -------------------------------------------------- Certificates. At any time the Seller may sell, transfer, assign, participate, ------------ pledge or otherwise dispose of the Seller Interest (aor any interest therein) This Warrant or may direct the Owner Trustee to issue a certificate representing an interest in the Seller Interest (a "Supplemental Certificate"). The form and terms of any ------------------------ interest in the Seller Interest or any Supplemental Certificate held by each such additional holder shall not be exercisable by defined in a transferee hereof and/or transferable supplement (a "Seller Interest --------------- Supplement") to this Agreement (which Seller Interest Supplement shall be ---------- subject to Section 10.1 to the extent that it amends any of the terms of this ------------ Agreement) to be delivered to or upon the order of the Seller. The sale, transfer, assignment, participation, pledge or other disposition of the Seller Interest (or any interest therein) to any Person other than an Affiliate of Seller or the issuance of any such Supplemental Certificate to any Person other than an Affiliate of Seller shall be subject to satisfaction of the following conditions: (i) on or before the fifth day immediately preceding the issuance, the Seller shall have given the Owner Trustee, the Servicer, the Indenture Trustee and each Rating Agency notice (unless such notice requirement is otherwise waived) of such action; (ii) the Seller shall have delivered to the Owner Trustee and the Warrant Shares Indenture Trustee the related Seller Interest Supplement in form satisfactory to the Owner Trustee and the Indenture Trustee, executed by each party hereto; (iii) the Rating Agency Condition shall have been satisfied with respect to such action; (iv) such action will not be transferable except upon result in any Adverse Effect and the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate, dated the date of such action to the effect that the Seller reasonably believes that such action will not, based on the facts known to such officer at the time of such certification, have an Adverse Effect and that all other conditions specified in this Section 5to such action have been satisfied; (v) the Seller shall have delivered to the Owner Trustee and Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion, which conditions are intendeddated the date of such action with respect to such action and Opinions of Counsel to the effect that (A) such action will not subject the Trust to any state income tax or to the Illinois Personal Property Replacement Tax, among and (B) such action, assignment, participation, pledge or other things, to ensure compliance with the provisions disposition does not require registration 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 interest under the Securities Act or any state securities law except for any such registration that has been duly completed and that become effective; and (vi) the Aggregate Principal Balance shall not be less than the Minimum Aggregate Principal Balance, as of the date of such person is acquiring this Warrant action after giving effect to such action. Notwithstanding the foregoing, any Supplemental Certificate or any interest in the Warrant Shares for investment Seller Interest held by the Seller or any other Person at any time on or after the date of its initial issuance may be transferred or exchanged only and not with upon the view delivery to the disposition Owner Trustee and Indenture Trustee of a Tax Opinion dated as of the date of such transfer or public offering thereof (unless in an offering registered under exchange, as the Securities Act of 1933 case may be, with respect to such transfer or exempt therefrom)exchange, 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 144any applicable Seller Interest Supplement.

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. 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 No Partner shall dispose of, sell, alienate, assign, encumber, or otherwise transfer all or any part of its Interest in the Partnership to any Person or Persons, unless prior to that transfer each transferee is approved in writing by each other Partner, acting in its absolute discretion. (b) The transferee of the Partnership interest of a Limited Partner shall become a Substituted Limited Partner only upon the terms and conditions set forth in this Article V. An assignment shall not be exercisable binding for a period of 7 days after written notice thereof is received by a transferee hereof and/or transferable each Partner 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 until compliance with the provisions of this Article V is demonstrated to their respective satisfaction. (c) Except as otherwise provided in this Article V, the Securities Act of 1933, as amended, and the rules and regulations failure or refusal of the Securities Partners to admit an assignee as a Substituted Limited Partner shall not affect the right of the assignee to receive the share of distributions of the Partnership to which its predecessor in interest would have been entitled; however, the assignee of the assigned Interest shall not be entitled to exercise any rights of a Limited Partner of the Partnership, including without limitation the right to vote or consent with respect to any proposed action of the Partnership, unless and Exchange Commission (until the "Commission") thereunder (collectively assignee is admitted as a Substituted Limited Partner with the "Securities Act")unanimous written consent of the Partners. From and after the assignment of any Interest or portion thereof, the assignor shall not be entitled to exercise any rights of a Limited Partner of the Partnership in respect of the exercise and/or transfer Interest or portion thereof assigned, including without limitation the right to vote or consent with respect to any proposed action of the Partnership, regardless of whether its assignee becomes a Substituted Limited Partner (and its approval shall not be required for any action otherwise requiring unanimous approval of the Partners or of the Limited Partners hereunder). An assignee of a Partner’s Interest who does not become a Substituted Limited Partner as provided herein and who desires to make a further assignment of its interest shall be subject to all of the provisions of this Warrant and/or transfer of such Warrant SharesArticle V to the same extent as any Limited Partner desiring to make an assignment. (bd) This Warrant In addition to the foregoing requirements, the admission of an assignee as a Substituted Limited Partner shall be conditioned upon the assignee’s written acceptance of the terms and the Warrant Shares shall not be transferable (except for a transfer provisions of this Warrant or Agreement and its written assumption of the Warrant Shares obligations hereunder of its assignor. (e) All costs incurred by the Partnership in an offering registered under connection with the Securities Actadmission to the Partnership of a Substituted Limited Partner pursuant to this Section 5.1 shall be borne by the transferor Partner, 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 availableattorneys’ fees. (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 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 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 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 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 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. (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, Prior 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 any transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall any Registrable Securities which are not be transferable (except for a transfer of this Warrant or the Warrant Shares in registered under an offering registered effective registration statement under the Securities Act, including, without limitation, a the holder thereof will give written notice to the Company of such holder's intention to effect such transfer and to comply in all other respects with this Section 1.9. Each such notice (a) shall describe the manner and circumstances of the proposed transfer in a registered offering effected pursuant sufficient detail to Section 6enable counsel to render the opinions referred to below, and any subsequent transfer(b) unless, prior to any transfer, shall designate counsel for the holder hereof shall have received from its transferee reasonable assurances that giving such person is aware that this Warrant notice. The holder giving such notice will submit a copy thereof to the counsel designated in such notice 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 Company will promptly submit a copy thereof to the disposition or public offering thereof its counsel. The following provisions shall then apply: (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, 1) If (A) in the opinion of such counsel to for the Company, such legend holder the proposed transfer may be omitted. In the event effected without registration of any transfer of this Warrant (other than a transfer in an offering registered such Registrable Securities under the Securities Act, includingand (B) counsel for the Company shall not have rendered an opinion within twenty (20) days after receipt by the Company of such written notice that such registration is required, such holder shall thereupon be entitled to transfer such Registrable Securities in accordance with the terms of the notice delivered by such holder to the Company; and (2) If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without limitation, a transfer in a registered offering effected pursuant registration of such Registrable Securities under the Securities Act (such opinion or opinions to Section 6, and any subsequent transferstate the basis of the legal conclusions reached therein), the Company will promptly so notify the holder hereof thereof and thereafter such holder shall provide not be entitled to transfer such Registrable Securities until receipt of a further notice from the Company under clause (i) above or until registration of such Registrable Securities under the Securities Act has become effective. Notwithstanding the foregoing provisions of this Section 1.9, the purchaser of the Common Stock shall be permitted to transfer any Registrable Securities to a limited number of institutional investors, PROVIDED that (A) each such investor represents in writing that it is acquiring such Registrable Securities for investment and not with a view to the distribution thereof (subject, however, to any requirement of law that the disposition thereof shall at all times be within the control of such transferee), (B) each such investor agrees in writing to be bound by all the restrictions on transfer of such Registrable Securities contained in this Section 1.9 and (C) the purchaser of the Common Stock delivers to the Company an opinion of counsel, who shall be reasonably counsel satisfactory to the Company, stating that an exemption from the such transfer may be effected without 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 Except as set forth below, prior to the second anniversary of the date hereof, Williams and its Permitted Transferees shall not be exercisable by Transfer any Share▇ ▇▇▇▇▇▇ (i) to a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5Permitted Transferee, which conditions are intended, among other things, (ii) pursuant to ensure compliance an effective registration statement filed with the provisions Commission (including a registration statement contemplated by the Registration Rights Agreement) or (iii) to any other stockholder of the Securities Act of 1933, as amended, and Company who is bound 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 terms of this Warrant and/or transfer of such Warrant SharesAgreement. (b) This Warrant Following the second anniversary hereof and subject to the Warrant Shares shall not be transferable (except for a transfer other terms of this Warrant Agreement, Williams and its Permitted Transferees may, subject to applicable l▇▇, ▇▇▇▇sfer any Shares to any Person, provided that if such Transferee is not a Permitted Transferee then such Transferee must, to the extent it becomes a party to this Agreement, agree that it waives and otherwise has no rights under Section 4.2(b). Subject to the other terms of this Agreement, after the date hereof, the Other Stockholders and their respective Permitted Transferees may, subject to applicable law, Transfer any Shares to any Person. Prior to any Transfer of Shares by Williams, an Other Stockholder or the Warrant Shares in an offering their Permitted Transferees which ▇▇ ▇▇▇ registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant the proposed transferor shall give written notice to Section 6, and any subsequent transferthe Company of such transferor's intention to effect such Transfer. Each such notice shall describe the manner of the proposed Transfer. If within three (3) unless, prior to any transferBusiness Days after receipt by the Company of such notice, 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 Company requests in writing 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 for such transferor that the Company, such legend proposed Transfer may be omitted. In the event effected without registration of any transfer of this Warrant (other than a transfer in an offering registered such Shares under the Securities Act, includingthen prior to Transferring such Shares, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof such transferor shall provide the Company an opinion of counsel, who counsel (which counsel and opinion shall each be reasonably satisfactory to the Company, ) that an exemption from the such Transfer may be effected without registration requirements of such Shares under the Securities Act is availableAct. (c) Any permitted subsequent holder No Transfer provided in the foregoing clauses (a) and (b) of this Warrant Section 2.2 (other than pursuant to an effective registration statement filed with the Commission) shall be subject permitted unless (i) the certificates representing such Shares issued to all the Transferee bear the legend provided in Section 2.3 and (ii) the Transferee (if not already a party hereto) has executed and delivered to each other party hereto, as a condition precedent to such Transfer, an instrument or instruments, reasonably satisfactory to the Company, confirming that the Transferee agrees to be bound by the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of Agreement in the terms and conditions hereinsame manner as such Transferee's transferor, except as otherwise provided in this Agreement. (d) To facilitate sales The Company agrees that it will not unreasonably deny any request for a waiver of the restrictions set forth in this Section 2.2 made by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availableWilliams, 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 144Other Stockholders or their respective Permitted Tran▇▇▇▇▇▇▇.

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 Except as set forth below, prior to the second anniversary of the date hereof, Williams and its Permitted Transferees shall not be exercisable by Transfer any Shares e▇▇▇▇▇ (▇) to a transferee hereof and/or transferable and the Warrant Shares shall not be transferable except upon the conditions specified in this Section 5Permitted Transferee, which conditions are intended, among other things, (ii) pursuant to ensure compliance an effective registration statement filed with the provisions Commission (including a registration statement contemplated by the Registration Rights Agreement) or (iii) to any other stockholder of the Securities Act of 1933, as amended, and Company who is bound 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 terms of this Warrant and/or transfer of such Warrant SharesAgreement. (b) This Warrant Following the second anniversary hereof and subject to the Warrant Shares shall not be transferable (except for a transfer other terms of this Warrant Agreement, Williams and its Permitted Transferees may, subject to applicable law, ▇▇▇▇▇▇▇r any Shares to any Person, provided that if such Transferee is not a Permitted Transferee then such Transferee must, to the extent it becomes a party to this Agreement, agree that it waives and otherwise has no rights under Section 4.2(b). Subject to the other terms of this Agreement, after the date hereof, the Other Stockholders and their respective Permitted Transferees may, subject to applicable law, Transfer any Shares to any Person. Prior to any Transfer of Shares by Williams, an Other Stockholder or the Warrant Shares in an offering registered their Permitted Transferees which is ▇▇▇ ▇▇▇istered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant the proposed transferor shall give written notice to Section 6, and any subsequent transferthe Company of such transferor's intention to effect such Transfer. Each such notice shall describe the manner of the proposed Transfer. If within three (3) unless, prior to any transferBusiness Days after receipt by the Company of such notice, 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 Company requests in writing 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 for such transferor that the Company, such legend proposed Transfer may be omitted. In the event effected without registration of any transfer of this Warrant (other than a transfer in an offering registered such Shares under the Securities Act, includingthen prior to Transferring such Shares, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer), the holder hereof such transferor shall provide the Company an opinion of counsel, who counsel (which counsel and opinion shall each be reasonably satisfactory to the Company, ) that an exemption from the such Transfer may be effected without registration requirements of such Shares under the Securities Act is availableAct. (c) Any permitted subsequent holder No Transfer provided in the foregoing clauses (a) and (b) of this Warrant Section 2.2 (other than pursuant to an effective registration statement filed with the Commission) shall be subject permitted unless (i) the certificates representing such Shares issued to all the Transferee bear the legend provided in Section 2.3 and (ii) the Transferee (if not already a party hereto) has executed and delivered to each other party hereto, as a condition precedent to such Transfer, an instrument or instruments, reasonably satisfactory to the Company, confirming that the Transferee agrees to be bound by the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his or her acceptance of Agreement in the terms and conditions hereinsame manner as such Transferee's transferor, except as otherwise provided in this Agreement. (d) To facilitate sales The Company agrees that it will not unreasonably deny any request for a waiver of the restrictions set forth in this Section 2.2 made by a holder of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if availableWilliams, 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 144Other Stockholders or their respective Permitted Transfe▇▇▇▇.

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. (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, Subject to ensure compliance with applicable securities laws and any transfer restrictions set forth in the provisions of Loan Documents and this Trust Agreement, and provided that such transfer does not result in the Securities Trust being required to register as an investment company or require the Trust or any Trustee to register as an investment advisor under the Investment Company Act of 19331940, as amended, and all or any portion of an Interest may be assigned or transferred to a single beneficiary without the rules and regulations prior consent of the Securities and Exchange Commission Signatory Trustee or the Investors, provided, that the holder of such Interest, at such holder’s expense, submits an opinion of counsel (the "Commission") thereunder (collectively the "Securities Act"or other evidence), in respect satisfactory to the Signatory Trustee, that the registration of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant and the Warrant Shares shall Interest is 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 required under the Securities Act of 1933 or exempt therefrom)any other applicable federal or state securities laws, and provided that such person opinion shall not be required for the assignment or transfer by the Depositor or by any lender to the Trust (or any affiliate, assignee or successor of such lender); provided, however, that no portion of an Interest shall be assigned or transferred, without the prior written consent of the Signatory Trustee, to a “benefit plan investor” (as defined in the Plan Asset Rules, and which includes, but is aware that not limited to, tax-exempt “401k” and “I▇▇” plans, as well as entities substantially owned by such tax-exempt plans). Notwithstanding the stock certificates evidencing foregoing, the Warrant Shares consent of the Signatory Trustee shall bear a legend restricting not be required for the assignment or transfer and disposition thereof by the Depositor or by the lender to the Trust (or any affiliate, assignee or successor of such lender). All expenses of any such transfer hereunder shall be paid by the transferor. Any transfer or assignment of an Interest not 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 Trust Agreement shall be reasonably satisfactory to the Company, that an exemption from the registration requirements of the Securities Act is availablevoid ab initio. (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. Section 1 Restrictions on Transfer of Closing Shares. --------- ------------------------------------------- (a) This Warrant shall The Stockholder agrees not be exercisable by a transferee hereof and/or transferable to offer, transfer, donate, sell, assign, pledge, hypothecate or otherwise dispose of (collectively "Transfer" and the Warrant result of any of these actions is a "Transfer") any Closing Shares shall not be transferable now or hereafter acquired or other rights in respect to those Closing Shares or rights pursuant to this Agreement, whether occurring voluntarily or involuntarily, directly or indirectly, or by operation of law or otherwise, except upon that the conditions specified Stockholder may Transfer Closing Shares in this Section 5, which conditions are intended, among other things, to ensure compliance accordance with the provisions of the Securities Act of 1933Article III, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"Section 1(b), in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares. (b) This Warrant Notwithstanding anything in this Agreement, the following transactions shall be exempt from the prohibition on Transfers in Section 1 of this Article III, transfers between a Stockholder and the Warrant Shares shall not trustees of a trust revocable by that Stockholder alone and the sole beneficiary of which is that Stockholder; Provided, however, that, except in the case of Transfers pursuant to Article III, the transferee agrees in writing for the benefit of the other Stockholders and SHCR, as a condition to that Transfer, to be transferable (except for a transfer bound by all of the provisions of this Warrant or Agreement to the Warrant Shares in an offering registered under same extent as was the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, transferor prior to that Transfer; and provided, further, that any transfer, of these transferees shall take all Closing Shares and rights so transferred subject to all the holder hereof shall have received from its transferee reasonable assurances that such person provisions of this Agreement as if those Closing Shares or rights were still held by the Stockholder who made the Transfer. If any Transfer 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 effected in accordance with the Securities Act unlessprovisions of this Article III, in then the opinion transferee shall be referred to as a "Permitted Transferee," and for all purposes of counsel this Agreement unless expressly indicated 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)contrary, the holder hereof shall provide an opinion of counsel, who Permitted Transferee shall be reasonably satisfactory deemed to be a "Stockholder," but only to the Company, extent that an exemption from the registration requirements of transferor was included within that definition prior to the Securities Act is availabletransfer. (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 If any Transfer by a holder of this Warrant Stockholder is made or Warrant Shares in transactions qualifying under Rule 144 promulgated by the Commission under the Securities Act, if available, the Company agrees attempted contrary 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 144this Agreement, that purported Transfer shall be void ab initio; SHCR and the other Stockholders (and their transferees) shall have, in addition to any other legal or equitable remedies which they may have, the right to enforce the provisions of this Agreement by actions for specific performance (to the extent permitted by law); and SHCR shall have the right to refuse to recognize any Transferee of a Stockholder pursuant to any Transfer that is made or attempted contrary to the provisions of this Agreement as one of its stockholders for any purpose.

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, to the effect that the proposed transfer of this Warrant and/or transfer such Warrant Shares may be effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company. (c) Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend unless the opinion of counsel referred to in 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, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO EMPIRE FINANCIAL HOLDING COMPANY OF AN OPINION OF COUNSEL THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED.” The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Warrant Shares to place, a stop transfer notation in the securities records in respect of the Warrant Shares. (bd) This Warrant and In no event may the Warrant Shares shall not be transferable (except for a transfer of Holder exercise this Warrant in whole or in part unless the Warrant Shares Holder is an “accredited investor” as defined in an offering registered Rule 501 of Regulation D 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 The Mortgagor, without the prior written consent of the Mortgagee (which consent shall not be exercisable by a transferee hereof and/or transferable and the Warrant Shares unreasonably withheld or delayed), shall not effect, suffer or permit any Prohibited Transfer (as defined herein). 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 Premises or any part thereof or interest therein, excepting only sales or other dispositions of Collateral (“Obsolete Collateral”) no longer useful or necessary in connection with the operation of the Premises, 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 unless such Obsolete Collateral is no longer needed in connection with the operation of the Premises; or (ii) If there shall be transferable except upon any Change of Control (as defined in the conditions specified Credit Agreement); in each case whether any such conveyance, sale, assignment, transfer, lien, pledge, mortgage, security interest, encumbrance or alienation is effected directly, indirectly (including the nominee agreement), voluntarily or involuntarily, by operation of law or otherwise; provided, however, that the foregoing provisions of this Section 5section shall not apply (i) to liens securing the Indebtedness, which conditions are intended(ii) to the lien of current taxes and assessments not in default, among other things(iii) to any transfers of the Premises, or part thereof, or interest therein, or any beneficial interests, or shares of stock or partnership or joint venture interests, as the case may be, by or on behalf of an owner thereof who is deceased or declared judicially incompetent, to ensure compliance with such owner’s heirs, legatees, devisees, executors, administrators, estate or personal representatives, or (iv) to leases permitted by 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 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 transferLoan, the holder hereof shall have received from Mortgagee evaluated the background and experience of the Mortgagor and its transferee reasonable assurances that directors, officers and equity holders in owning and operating property such person as the Premises, found it acceptable and relied and continues to rely upon same as the means of maintaining the value of the Premises which is aware that this Warrant the Mortgagee’s security for the Notes. The Mortgagor and its directors, officers and equity holders are well experienced in borrowing money and owning and operating property such as 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)Premises, and that such person is aware that the stock certificates evidencing the Warrant Shares shall bear were ably represented by a legend restricting transfer and disposition thereof in accordance with the Securities Act unless, licensed attorney at law in the opinion negotiation and documentation of counsel to the Company, such legend may be omitted. In the event Loan 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. of the Loan, including this provision. The Mortgagor recognizes that the Mortgagee is entitled to keep its loan portfolio at current interest rates by either making new loans at such rates or collecting assumption fees and/or increasing the interest rate on a loan, the security for which is purchased by a party other than the original Mortgagor. The Mortgagor further recognizes that any secondary junior financing placed upon the Premises (i) may divert funds which would otherwise be used to pay the Notes; (ii) could result in acceleration and foreclosure by any such junior encumbrancer which would force the Mortgagee to take measures and incur expenses to protect its security; (iii) would detract from the value of the Premises should the Mortgagee come into possession thereof with the intention of selling same; and (iv) would impair the Mortgagee’s right to accept a deed in lieu of foreclosure, as a foreclosure by the Mortgagee would be necessary to clear the title to the Premises. In accordance with the foregoing and for the purposes of (a) protecting the Mortgagee’s security, both of repayment and of value of the Premises; (b) giving the Mortgagee the full benefit of its bargain and contract with the Mortgagor; (c) allowing the Mortgagee to raise the interest rate and collect assumption fees; and (d) To facilitate sales by a holder keeping the Premises free 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 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 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 in the form attached hereto as Exhibit C-1, without limitationor a transferor's representation letter and a transferee's letter in the forms attached hereto as Exhibit C-2 and Exhibit C-3, respectively, be delivered to the Issuer and the Indenture Trustee. 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 Trustee shall require a transferee's representation letter in the form attached hereto as Exhibit C-4, 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) as may be approved by the Issuer and the Indenture Trustee, who shall be reasonably satisfactory delivered to the Company, that an exemption from Issuer and the registration requirements of the Securities Act is availableIndenture Trustee. (c) Any permitted subsequent holder No issuance or transfer of this Warrant a Class B Note or any beneficial interest therein shall be made to any Person unless the Indenture Trustee has received either (a) a certificate from such transferee in the form of Exhibit D hereto, to the effect that such transferee is not an employee benefit plan, trust, or account subject to all Title I of ERISA or subject to Section 4975 of the terms Code, or a governmental plan defined in Section 3(32) of ERISA subject to any federal, state, or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code ("SIMILAR LAW") (each, a "PLAN") and conditions hereinis not an entity, including an insurance company separate account or an insurance company general account if the assets in any such accounts constitute "plan assets" for purposes of ERISA, whose underlying assets include plan assets by reason of a plan investor's investment in the entity (such plan or entity, a "PLAN INVESTOR"), or (b) an opinion of counsel satisfactory to the Indenture Trustee and the Issuer to the effect that the proposed issuance or transfer of such Class B Notes will not cause any assets of the Trust Property to be deemed to be "plan assets" subject to the fiduciary responsibility provisions of ERISA or prohibited transactions provisions of Section 4975 of the Code or Similar Law, will not constitute or result in a prohibited transaction within the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code or Similar Law, and shall acknowledgewill not subject the Indenture Trustee or the Issuer to any obligation or liability (including obligations or liabilities under ERISA, in writing, upon receipt of this Warrant his or her acceptance Section 4975 of the terms Code or Similar Law) in addition to those undertaken in the Indenture. Notwithstanding the foregoing, the Indenture Trustee will not require such opinion if, as a result of a change of law or otherwise, counsel satisfactory to the Indenture Trustee has rendered an opinion to the effect that the purchase and conditions hereinholding of a Class B Note by a Plan Investor will not constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code or Similar Law. In addition, to the extent that the Indenture Trustee may reasonably so request, a prospective investor shall provide such evidence as may be deemed necessary to substantiate the accuracy of the representations upon which the issuance or transfer of a Class B Note is made. (d) To facilitate sales by The Indenture Trustee shall have no liability to the Issuer, any Noteholder, or any other Person arising from a holder transfer of any Note in reliance upon a certification or representations, or an opinion described in this Warrant Section 2.09. Neither the Issuer nor the Indenture Trustee is obligated to register or Warrant Shares in transactions qualifying under Rule 144 promulgated by qualify the Commission Notes under the Securities Act, if availableAct or any other securities law. (e) Promptly after receipt, the Company agrees Indenture Trustee shall furnish to satisfy a requesting Holder, or any prospective owner designated by such Holder, the current public information requirements required to be delivered to Holders and prospective owners of said Notes in connection with resales of the Notes to permit compliance with Rule 144, for as long as the Shares remain registered under 144A of 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 144Sale and Assignment Agreement.

Restrictions on Transfer. (a) This Warrant shall The holder acknowledges 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 amended (the "Commission") thereunder (collectively the "Securities Act"), in respect that the Note is being issued, on the basis of the exercise and/or 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 in the holder's 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, hypothecation 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, hypothecation, transfer or other disposition, unless (except for a i) the sale, assignment, hypothecation, transfer or other disposition of this Warrant or the Warrant Shares in an offering Note is registered under the Securities Act, includingprovided, 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 Company has no obligation or intention to so register the Warrant Shares shall bear a legend restricting transfer and disposition thereof Note in connection herewith, or (ii) the Note is sold, assigned, hypothecated, transferred or otherwise disposed of 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, includingor such sale, without limitationassignment, a or 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 is otherwise 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. All the covenants and agreements made by the holder of this Note and the Company in this Note shall bind their respective successors and assigns. No recourse shall be had for the payment of the principal, interest or premium, if availableany, on this Note or for any claim based hereon or otherwise in any manner in respect hereof, against any incorporator, stockholder, officer or director, past, present or future, of the Company agrees to satisfy or of any predecessor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the current public information requirements enforcement of said Rule 144any assessment or penalty or in any other manner, for all such liability being expressly waived and released by the acceptance hereof and as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations part of the Commission thereunder (collectively consideration for 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 144issue hereof.

Restrictions on Transfer. (a) This Warrant Note may only be assigned as provided in the Loan Agreement. In addition, the Conversion Right may not be sold, transferred, hypothecated or otherwise assigned except (1) to persons who are related by blood or marriage to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (2) to entities or persons which are affiliates of, related to, or controlled by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or TimeMasters, Inc. or (3) in connection with any bona fide pledge by any person or entity who is a permitted transferee, as described in clause (1) or (2) above, or otherwise. LMT shall be entitled to treat the registered holder of the Conversion Right as the owner in fact thereof for all purposes and shall not be exercisable by a transferee hereof and/or transferable bound to recognize any equitable or other claim to or interest in such Conversion Right on the part of any other person, and the Warrant Shares shall not be liable for any registration or transfer of the Conversion Right which is registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. The Conversion Right shall be transferable except only on the books of LMT upon delivery thereof duly endorsed by Holder or by its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Notwithstanding the conditions specified foregoing, LMT shall have no obligation to cause the Conversion Right to be transferred on its books to any person if, in this Section 5the opinion of counsel to LMT, which conditions are intended, among other things, to ensure compliance such transfer does not comply with the provisions of the Securities Act of 1933, as amendedamended (the "ACT"), 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 Sharesthereunder. (b) This Warrant and Holder acknowledges that it has been advised by LMT that neither this Note nor 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 Conversion Shares have not been registered under the Securities Act Act, that this Note is being or has been issued and that such person is acquiring this Warrant or the Warrant Conversion 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 omittedissued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering. In the event of any transfer of this Warrant (other than a transfer in an offering registered under the Securities ActHolder acknowledges that it has been informed by LMT of, 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, Holder agrees that no sale, assignment or transfer of this Note or the Conversion Shares issuable upon exercise of the Commission thereunder (collectively the "Exchange Act")Conversion Right shall be valid or effective, and LMT 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 this Note or such Conversion Shares is registered under the Act, it being understood that neither this Note nor such Conversion Shares are currently registered for sale and that LMT has no obligation or intention to so register this Note or such Conversion Shares except as specifically provided herein, or (ii) this Note or such Conversion Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Act, or (iii) such other information as such holder may require for compliance with sale, assignment, or transfer is otherwise exempt from registration under the provisions of said Rule 144Act.

Restrictions on Transfer. (a) This Warrant Except for the conveyances under subsection 4.02(a)(i) and subsection 2.09(g) of the Transfer and Servicing Agreement or Section 2.12 of the Indenture, no Trust Beneficial Interest or Certificate may, in whole or in part, be sold, transferred, assigned, exchanged, participated, pledged, hypothecated, have a security interest granted in or otherwise be conveyed to any Person, other than the Transferor or ABC or an Affiliate of the Transferor or ABC, unless each of the following conditions has been satisfied: (i) on or before the fifth day immediately preceding such sale, transfer, assignment, participation, pledge or other disposition, the transferor of such Trust Beneficial Interest or Certificate shall not be exercisable by a transferee hereof and/or transferable have given the Owner Trustee, the Servicer, the Indenture Trustee and each Rating Agency notice (unless such notice requirement is otherwise waived) thereof; (ii) the transferor of such Trust Beneficial Interest or Certificate shall have delivered to the Owner Trustee and the Warrant Shares Indenture Trustee any related Transferor Interest Supplement or Transferor Certificate Supplement in a form satisfactory to the Owner Trustee, the Indenture Trustee and such transferor, executed by each party hereto; (iii) the Rating Agency Condition shall have been satisfied with respect to such sale, transfer, assignment, participation, pledge or other disposition; (iv) such sale, transfer, assignment, participation, pledge or other disposition will not result in any Adverse Effect and the transferor of such Trust Beneficial Interest or Certificate shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate, dated the date of such sale, transfer, assignment, participation, pledge or other disposition to the effect that such transferor reasonably believes that such sale, transfer, assignment, participation, pledge or other disposition will not, based on the facts known to such officer at the time of such certification, have (v) the transferor of such Trust Beneficial Interest or Certificate shall have delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) a Tax Opinion with respect to such sale, transfer, assignment, participation, pledge or other disposition, dated the date thereof; (vi) the aggregate amount of Principal Receivables theretofore conveyed to the Trust as of the date of such sale, transfer, assignment, participation, pledge or other disposition shall be transferable except upon greater than the conditions specified Required Minimum Principal Balance as of the date of such sale, transfer, assignment, participation, pledge or other disposition after giving effect thereto; and (vii) all Trust Beneficial Interests or Certificates shall be issued in this Section 5, which conditions are intended, among other things, a transaction (or transactions) not required to ensure compliance with the provisions of be registered under the Securities Act of 1933, as amended, (or if offered and the rules and regulations sold outside of the United States, would not be required to be registered under the Securities Act if the Trust Beneficial Interests or Certificates were to be offered and Exchange Commission sold within the United States); the Trust does not have more than 100 holders of Trust Beneficial Interests or Certificates at any time during the taxable year for which the determination of the status of the Trust is relevant (for purposes of determining the number of owners of Trust Beneficial Interests or Certificates in the Trust and for purposes of determining whether the beneficial owners of any partnership, grantor trust or S corporation "Commissionflow-through entities") thereunder (collectively that own Trust Beneficial Interests or Certificates are counted in determining whether the "Securities Act")Trust has more than 100 holders of Trust Beneficial Interests or Certificates at any time, in respect no flow-through entity that owns a Trust Beneficial Interest or Certificate will be utilized with a principal purpose of permitting the Trust to satisfy the 100 member limitation if substantially all of the exercise and/or transfer value of this Warrant and/or transfer of such Warrant Sharesthe beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the Trust). (b) This Warrant and Notwithstanding 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 transferforegoing, the holder hereof shall have received from its transferee reasonable assurances that of a Trust Beneficial Interest or Certificate may pledge, hypothecate or otherwise grant a security interest in all or any portion of 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 Trust Beneficial Interest or the Warrant Shares for investment only and not with the view Certificate to the disposition a Federal Reserve Bank 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, Federal Home Loan Bank 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 having to satisfy the current public information requirements of said Rule 144conditions set forth in clauses (i) through (vii) above, for provided, that (x) such pledge, hypothecation or grant may not be used as long as an artifice or device to avoid or limit the Shares remain registered foregoing prohibition on transfer and (y) 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 no circumstances may such holder may require for compliance with pledge, hypothecate or otherwise grant a security interest in any of its rights in a Trust Beneficial Interest or Certificate other than the provisions right to receive cash payments in respect of said Rule 144such Trust Beneficial Interest or Certificate.

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 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 5THE LESSEE MAY NOT SUBLET OR TRANSFER POSSESSION OF THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE LESSOR WHICH WILL NOT BE UNREASONABLY WITHHELD. THE LESSEE MAY NOT ASSIGN, which conditions are intendedPLEDGE, among other things, OR OTHERWISE ENCUMBER THIS LEASE. With respect to ensure compliance with the provisions any sublease or transfer of possession of the Securities Act of 1933Equipment, as amended, and the rules and regulations rights 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 sublessee 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 will be subject and subordinate to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt of this Warrant his Agreement, including the Lessor's right of repossession on the occurrence of an event of default. The Lessee will remain primarily liable for the performance of all the terms of this Agreement to the same extent as if the sublease or her acceptance transfer of possession had not occurred. The Lessor will have the right, at its sole expense, to assign, sell, or encumber any part of its interest in the Equipment or in this Agreement and any proceeds of the disposition of that interest, subject to the Lessee's rights under this lease. To effect or facilitate such assignment, sale or encumbrance, the Lessee agrees to provide all agreements, consents, conveyances or documents that may be reasonably requested by the Lessor, including an unrestricted release of the Lessor from its obligations under this Agreement. That release will not release the Lessor from any liability that arose before the assignment or sale. Any person who succeeds to the rights and interests of the Lessor under this clause will agree to be bound by the terms and conditions herein. (d) To facilitate sales by a holder of this Warrant Agreement without alteration. The Lessee acknowledges that an assignment, sale, or Warrant Shares in transactions qualifying under Rule 144 promulgated by encumbrance of the Commission Lessor's interest would not materially change the Lessee's duties under the Securities Act, Agreement or materially increase its burdens or risks. Even if availablesuch a transfer could be deemed to have that effect, the Company Lessee agrees that the assignment, sale or encumbrance will nevertheless be permitted. Without prejudice to satisfy any rights that the current public information requirements of said Rule 144Lessee may have against the Lessor, the Lessee agrees that it will not assert against an assignee any claim or defense that it may have against the Lessor. The agreements, covenants, obligations and liabilities contained in this clause, including but not limited to, all obligations to pay rent and to indemnify each indemnitee, are made for as long as the Shares remain registered under the Securities Exchange Act of 1934, as amended, and the rules and regulations benefit of the Commission thereunder (collectively the "Exchange Act"), indemnities and to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144their respective successors and assigns.

Restrictions on Transfer. Each Lessor Party may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 10.4 and 10.5; provided, that in the event any Lessor Party assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements, such Lessor Party shall deliver to the Agent a copy of any such assignment agreement or other documents referenced in Section 10.5; provided, further, that any such participation, assignment or other transfer by the Lessor shall be subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents and (provided, no Default or Event of Default has occurred and is continuing) shall require the consent of the Lessee (which consent may not be unreasonably withheld or delayed); provided, further, notwithstanding the foregoing, there shall be no such requirement to obtain the consent of the Lessee with regard to the matters effected pursuant to the Lessor Assignment Agreement. If any assignment of an interest of any Lessor Party to Section 10.5 or of the Lessor’s interest pursuant to this Section 10.1 is made at such time that an Event of Default shall have occurred and be continuing, then the Lessee shall pay the expenses incurred in connection with such assignment. The requirements of this Agreement that the Lessor assign or transfer its right, title or interest in or to the Property only to an Eligible Assignee shall not apply to the obligations of the Lessor to transfer the Property to the Lessee or a third party purchaser pursuant to the Lease or the Agency Agreement upon payment for the Property in accordance with the terms and conditions of the Lease or the Agency Agreement. Subject to the proviso to this sentence, no Guarantor may assign or otherwise transfer (directly or indirectly pursuant to a merger or other transaction) any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to the Property in whole or in part to any Person without the prior written consent of the Agent and the Lessor Parties; provided, however, that no such consent shall be required for a Guarantor to engage in a transaction permitted by Sections 8.3B(e)(i), (e)(ii) or (f). Subject to the provisos to this sentence, neither the Construction Agent nor the Lessee may assign or otherwise transfer (directly or indirectly pursuant to a merger or other transaction) any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to the Property in whole or in part to any Person (other than any Subsidiary of the Parent (direct or indirect)) without the prior written consent of the Agent and the Lessor Parties; provided, however, no such consent shall be required in connection with any such assignment or other transfer (direct or indirect pursuant to a merger or other transaction) to any Subsidiary of the Parent (direct or indirect); provided, further, and notwithstanding the preceding proviso, all such assignments and other transfers (including such assignments and other transfers (direct or indirect pursuant to a merger or other transaction) to any Subsidiary of the Parent (direct or indirect) must satisfy all the following terms of this Section 10.1 and, if such terms are not so satisfied, then any such assignment or other transfer (direct or indirect pursuant to a merger or other transaction) shall, automatically and without the need for further action, be null and void and of no further force or effect. In addition to any consent that may be required by the second sentence of the immediately preceding paragraph (if any), neither the Construction Agent nor the Lessee may assign or otherwise transfer (directly or indirectly pursuant to a merger or other transaction) any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to the Property in whole or in part to any Person without satisfaction in full of the following conditions precedent: (a) This Warrant the Construction Agent or the Lessee, as applicable, shall not provide prior written notice to the Agent of such assignment or other transfer no less than ninety (90) days prior to the anticipated effective date of such assignment or other transfer; (b) the Credit Parties (including any such assignee or other transferee of the Construction Agent or the Lessee) shall (when applicable, as determined by the Agent, in its reasonable discretion) execute and deliver to the Agent, or cause to be exercisable so executed and delivered with regard to such assignment or other transfer and such assignee or other transferee, all agreements, documents, instruments, certificates, opinions, evidence of insurance and such other items, in each case, as required by the Agent, in its reasonable discretion, and in form and substance satisfactory to the Agent, in its reasonable discretion, including: (i) an assignment and assumption agreement pursuant to which such assignee or other transferee assumes all liabilities and obligations of the Construction Agent or the Lessee, as applicable, under or pursuant to the Operative Agreements and otherwise with regard to the Property; (ii) a certificate regarding such assignee or other transferee hereof and/or transferable from the Secretary or an Assistant Secretary of such assignee or other transferee (comparable to the certificates contemplated under Section 5.3(u)); (iii) a legal opinion by counsel to such assignee or other transferee acceptable to the Agent and addressing such issues as identified by 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 Agent and otherwise consistent 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"), opinions delivered in respect of the exercise and/or transfer Credit Parties on the date hereof; (iv) UCC, tax and judgment lien searches regarding such assignee or other transferee (comparable to the searches contemplated under Section 5.3(q)); (v) a reaffirmation by all remaining Credit Parties of this Warrant and/or transfer their liabilities and obligations under or pursuant to the Operative Agreements from and after the effectiveness of such Warrant Shares. assignment or other transfer; (bvi) This Warrant amendments, supplements and/or restatements regarding the Operative Agreements and filings of the Warrant Shares shall not be transferable same in the appropriate filing offices, in each case as determined necessary or appropriate by the Agent, in its reasonable discretion; (except for a transfer of this Warrant or vii) endorsements to the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected title insurance policy delivered pursuant to Section 65.3(g), as such are determined necessary or appropriate by the Agent, in its reasonable discretion; (viii) all Taxes, fees and any subsequent other charges in connection with such assignment or other transfer) unless, prior including in connection with the execution, delivery, recording, filing and registration of documents in connection with such assignment or other transfer (including with regard 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 transferall UCC Financing Statements), the holder hereof out-of-pocket fees and expenses incurred by the Agent (including reasonable fees of outside counsel) and the cost of title insurance endorsements shall provide an opinion have been paid by the Construction Agent or the Lessee, as applicable, or provision for such payment (including pursuant to a Lessor Advance) shall have been made by the Construction Agent or the Lessee, as applicable; (ix) a certificate of counsel, who shall be reasonably satisfactory insurance evidencing the insurance with respect to the CompanyProperty as required by the Lease or the Agency Agreement, that an exemption from as applicable; (x) UCC Financing Statements; and (xi) such other items in regard to such assignment or other transfer as are identified by the registration requirements of the Securities Act is available.Agent, in its reasonable discretion; and (c) Any permitted subsequent holder there shall not have occurred and be continuing any Default or Event of this Warrant Default, as of the effective date of such assignment or other transfer. Notwithstanding any provision in any Operative Agreement to the contrary, no assignment or other transfer by the Construction Agent or the Lessee, as applicable, shall be subject effective unless and until the Agent has confirmed to its satisfaction, in its reasonable discretion, that all the terms and conditions hereinprecedent for such assignment or other transfer have been satisfied, and shall acknowledge, in writing, upon receipt of this Warrant his any such assignment 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 other transfer effected without such confirmation by the Commission under Agent shall (without the Securities Act, if available, the Company agrees to satisfy the current public information requirements need for any further action) be null and void and 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 144no further force or effect.

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 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 and/or 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. (b) This Shares under the Securities Act has become effective or after a sale of such Warrant and the or Warrant Shares shall 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). Provided, however, the Holder may not be transferable (except for a transfer of this Warrant or the Warrant Shares in an offering registered under to a US Person at any time within the Securities Actfirst year following issuance of this Warrant. (b) The Holder, includingby its acceptance hereof, without limitation, a transfer in a registered offering effected pursuant to Section 6, and any subsequent transfer) unless, agrees that 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 or of the related Warrant Shares (other than as permitted by Section 4(a) hereof or pursuant to a transfer in an offering registered 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 Holder will give written notice to the Company of its intention to effect such transfer, together with an opinion of counselsuch counsel for the Holder, who shall to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be reasonably satisfactory effected without registration under the Securities Act. Upon delivery of such notice and opinion to the Company, that an exemption from the registration requirements Holder shall be entitled to transfer this Warrant and/or such Warrant Shares in accordance with the intended method of disposition specified in the Securities Act is availablenotice to the Company. (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, in addition to all the terms and conditions hereinlegend set forth in the Subscription Agreement related hereto, unless the opinion of counsel referred to in Section 4(b) states such legend is not required: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. SUCH SECURITIES 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.” 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 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 (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, 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 1933. Such securities may not be sold or exempt therefrom)offered for sale, and that transferred, hypothecated or otherwise assigned except pursuant to an effective registration statement with respect thereto under 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 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. Each Lessor Party may participate, assign or transfer all or a portion of its interest hereunder and under the other Operative Agreements in accordance with Sections 10.4 and 10.5; provided, that in the event any Lessor Party assigns or transfers all or a portion of its interest hereunder and under the other Operative Agreements, such Lessor Party shall deliver to the Agent a copy of any such assignment agreement or other documents referenced in Section 10.5; provided, further, that any such participation, assignment or other transfer by the Lessor shall be subject to the rights of the Lessee under the Lease and the other Operative Agreements and to the Lien of the applicable Security Documents and (provided, no Default or Event of Default has occurred and is continuing) shall require the consent of the Lessee (which consent may not be unreasonably withheld or delayed); provided, further, notwithstanding the foregoing, there shall be no such requirement to obtain the consent of the Lessee with regard to the matters effected pursuant to the Lessor Assignment Agreement. If any assignment of an interest of any Lessor Party to Section 10.5 or of the Lessor’s interest pursuant to this Section 10.1 is made at such time that an Event of Default shall have occurred and be continuing, then the Lessee shall pay the expenses incurred in connection with such assignment. The requirements of this Agreement that the Lessor assign or transfer its right, title or interest in or to the Property only to an Eligible Assignee shall not apply to the obligations of the Lessor to transfer the Property to the Lessee or a third party purchaser pursuant to the Lease or the Agency Agreement upon payment for the Property in accordance with the terms and conditions of the Lease or the Agency Agreement. Subject to the proviso to this sentence, no Guarantor may assign or otherwise transfer (directly or indirectly pursuant to a merger or other transaction) any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to the Property in whole or in part to any Person without the prior written consent of the Agent and the Lessor Parties; provided, however, that no such consent shall be required for a Guarantor to engage in a transaction permitted by Sections 8.3B(e)(i), (e)(ii) or (f). Subject to the provisos to this sentence, neither the Construction Agent nor the Lessee may assign or otherwise transfer (directly or indirectly pursuant to a merger or other transaction) any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to the Property in whole or in part to any Person (other than any Subsidiary of the Parent (direct or indirect)) without the prior written consent of the Agent and the Lessor Parties; provided, however, no such consent shall be required in connection with any such assignment or other transfer (direct or indirect pursuant to a merger or other transaction) to any Subsidiary of the Parent (direct or indirect); provided, further, and notwithstanding the preceding proviso, all such assignments and other transfers (including such assignments and other transfers (direct or indirect pursuant to a merger or other transaction) to any Subsidiary of the Parent (direct or indirect)) must satisfy all the following terms of this Section 10.1 and, if such terms are not so satisfied, then any such assignment or other transfer (direct or indirect pursuant to a merger or other transaction) shall, automatically and without the need for further action, be null and void and of no further force or effect. In addition to any consent that may be required by the second sentence of the immediately preceding paragraph (if any), neither the Construction Agent nor the Lessee may assign or otherwise transfer (directly or indirectly pursuant to a merger or other transaction) any of the Operative Agreements or any of their respective rights or obligations thereunder or with respect to the Property in whole or in part to any Person without satisfaction in full of the following conditions precedent: (a) This Warrant the Construction Agent or the Lessee, as applicable, shall not provide prior written notice to the Agent of such assignment or other transfer no less than ninety (90) days prior to the anticipated effective date of such assignment or other transfer; (b) the Credit Parties (including any such assignee or other transferee of the Construction Agent or the Lessee) shall (when applicable, as determined by the Agent, in its reasonable discretion) execute and deliver to the Agent, or cause to be exercisable so executed and delivered with regard to such assignment or other transfer and such assignee or other transferee, all agreements, documents, instruments, certificates, opinions, evidence of insurance and such other items, in each case, as required by the Agent, in its reasonable discretion, and in form and substance satisfactory to the Agent, in its reasonable discretion, including: (i) an assignment and assumption agreement pursuant to which such assignee or other transferee assumes all liabilities and obligations of the Construction Agent or the Lessee, as applicable, under or pursuant to the Operative Agreements and otherwise with regard to the Property; (ii) a certificate regarding such assignee or other transferee hereof and/or transferable from the Secretary or an Assistant Secretary of such assignee or other transferee (comparable to the certificates contemplated under Section 5.3(u)); (iii) a legal opinion by counsel to such assignee or other transferee acceptable to the Agent and addressing such issues as identified by 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 Agent and otherwise consistent 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"), opinions delivered in respect of the exercise and/or transfer Credit Parties on the date hereof; (iv) UCC, tax and judgment lien searches regarding such assignee or other transferee (comparable to the searches contemplated under Section 5.3(q)); (v) a reaffirmation by all remaining Credit Parties of this Warrant and/or transfer their liabilities and obligations under or pursuant to the Operative Agreements from and after the effectiveness of such Warrant Shares. assignment or other transfer; (bvi) This Warrant amendments, supplements and/or restatements regarding the Operative Agreements and filings of the Warrant Shares shall not be transferable same in the appropriate filing offices, in each case as determined necessary or appropriate by the Agent, in its reasonable discretion; (except for a transfer of this Warrant or vii) endorsements to the Warrant Shares in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected title insurance policy delivered pursuant to Section 65.3(g), as such are determined necessary or appropriate by the Agent, in its reasonable discretion; (viii) all Taxes, fees and any subsequent other charges in connection with such assignment or other transfer) unless, prior including in connection with the execution, delivery, recording, filing and registration of documents in connection with such assignment or other transfer (including with regard 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 transferall UCC Financing Statements), the holder hereof out-of-pocket fees and expenses incurred by the Agent (including reasonable fees of outside counsel) and the cost of title insurance endorsements shall provide an opinion have been paid by the Construction Agent or the Lessee, as applicable, or provision for such payment (including pursuant to a Lessor Advance) shall have been made by the Construction Agent or the Lessee, as applicable; (ix) a certificate of counsel, who shall be reasonably satisfactory insurance evidencing the insurance with respect to the CompanyProperty as required by the Lease or the Agency Agreement, that an exemption from as applicable; (x) UCC Financing Statements; and (xi) such other items in regard to such assignment or other transfer as are identified by the registration requirements of the Securities Act is available.Agent, in its reasonable discretion; and (c) Any permitted subsequent holder there shall not have occurred and be continuing any Default or Event of this Warrant Default, as of the effective date of such assignment or other transfer. Notwithstanding any provision in any Operative Agreement to the contrary, no assignment or other transfer by the Construction Agent or the Lessee, as applicable, shall be subject effective unless and until the Agent has confirmed to its satisfaction, in its reasonable discretion, that all the terms and conditions hereinprecedent for such assignment or other transfer have been satisfied, and shall acknowledge, in writing, upon receipt of this Warrant his any such assignment 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 other transfer effected without such confirmation by the Commission under Agent shall (without the Securities Act, if available, the Company agrees to satisfy the current public information requirements need for any further action) be null and void and 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 144no further force or effect.

Restrictions on Transfer. (a) This Warrant The Collateral Indebtedness Interest shall not be exercisable by a transferee hereof and/or transferable and subject to the Warrant Shares shall not be transferable except upon restrictions on transfer set forth in 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 SharesLoan Agreement. (b) This Warrant The Transferor may at any time, without the consent of the Investor Certificateholders, (i) sell or transfer all or a portion of the Class D Certificates, provided that (A) the Transferor shall have given notice to the Trustee, the Servicer and the Warrant Shares shall not be transferable (except for a Rating Agencies of such proposed sale or transfer of this Warrant the Class D Certificates at least five (5) Business Days prior to the consummation of such sale or transfer; (B) the Warrant Shares Rating Agency Condition shall have been satisfied; (C) no Pay Out Event shall have occurred prior to the consummation of such proposed sale or transfer of Class D Certificates; (D) the Transferor shall have delivered an Officer's Certificate dated the date of the consummation of such proposed sale or transfer to the effect that, in the reasonable belief of the Transferor, such action will not, based on the facts known to such officer at the time of such certification, cause a Pay Out Event to occur with respect to any Series, and (E) the Transferor shall have provided an offering registered under Opinion of Counsel addressed to the Securities ActTrustee, dated the date of such certificate with respect to such action, that such proposed sale or transfer will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class with respect to which an Opinion of Counsel addressed to the Trustee was delivered at the time of their issuance that such Investor Certificates would be characterized as debt, cause the Trust to be classified, for federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation and cause or constitute an event in which gain or loss would be recognized by any Certificateholder. (c) Each initial transferee of the Class D Certificates or any interest therein and any assignee thereof or participant therein (each a "holder") shall certify to the Transferor, the Servicer and the Trustee that it has neither acquired nor will it sell, transfer, assign participate, pledge, hypothecate, or otherwise dispose (any such act, a "transfer") of any interest in its Class D Certificates or cause an interest in its Class D Certificates to be marketed on or through (i) an "established securities market" within the meaning of Section 7704(b)(1) of Code and any Treasury regulation thereunder, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (ii) a "secondary market" within the meaning of Section 7704(b)(2) of the Code and any Treasury regulation thereunder, including, without limitation, a transfer market wherein interests in the Class D Certificates are regularly quoted by any Person making a registered offering effected pursuant market in such interests and a market wherein any Person regularly makes available bid or offer quotes with respect to Section 6interests in the Class D Certificates and stands ready to effect buy or sell transactions at the quoted price for itself or on behalf of others. In addition, and any subsequent transfer) unlesseach holder shall certify, prior to any delivery or transfer to it of a Class D Certificate or interest therein, that it is not and will not become a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes. If a holder cannot make the certification described in the preceding sentence, the Transferor, the Trustee or the Servicer may prohibit a transfer to such entity; provided, however, that if the Transferor, the Trustee or the Servicer agrees to permit such a transfer, the holder hereof shall have received from its transferee reasonable assurances that such person is aware that this Warrant and Transferor, the Warrant Shares have not been registered under the Securities Act and that such person is acquiring this Warrant Servicer or the Warrant Shares for investment only and not with Trustee may require additional certifications in order to prevent the view Trust from being treated as a publicly traded partnership. Each holder acknowledges that special tax counsel to the disposition Transferor may render Opinions of Counsel from time to time to the Transferor and others that the Trust will not be treated as an association or public offering thereof (unless in an offering registered under the Securities Act of 1933 or exempt therefrom)as a publicly traded partnership taxable as a corporation, and that such person is aware that Opinions of Counsel will rely in part on 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 accuracy of the Securities Act is availablecertifications in this subsection K(c). (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 terms, conditions and agreements set forth in this Section are subject to the terms of that certain Agreement Regarding Second Funding, Permitted Releases, Substitutions and Transfers (“Agreement Regarding Permitted Releases”) of even date with the Note executed and delivered in connection with the Loan. In the event of a conflict between the terms of this Deed of Trust and the Agreement Regarding Permitted Releases, the terms of the Agreement Regarding Permitted Releases shall control (a) This Warrant Without the prior written consent of L▇▇▇▇▇: (i) Borrower shall not create, effect, or consent to, nor shall Borrower suffer or permit, any 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 Deed of Trust, and further provided that nothing herein shall affect B▇▇▇▇▇▇▇'s rights with respect to Contested Liens; (ii) Borrower 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 Borrower is a land trustee (“Trustee Borrower”), any beneficiary of Borrower shall not Transfer such beneficiary’s beneficial interest in Borrower, it being specifically agreed that such beneficiary may not obtain mezzanine financing secured by beneficiary’s beneficial interest or otherwise; (iv) subject to the provisions of subsection (d) below and the Agreement Regarding Permitted Releases, upon the Transfer, if Borrower or any beneficiary of a Trustee Borrower 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) subject to the provisions of subsection (d) below and the Agreement Regarding Permitted Releases, upon the Transfer, if Borrower or any beneficiary of a Trustee Borrower 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) subject to the provisions of subsection (d) below and the Agreement Regarding Permitted Releases, upon the Transfer, 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 Borrower which directly or indirectly controls any corporation, limited liability company or partnership constituting or included within Borrower 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; (ii) to the lien of current Taxes not in default; or (iii) the Leases. 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 Borrower or any beneficiary of a Trustee Borrower. Any waiver by L▇▇▇▇▇ 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 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 this Section 3.11. (c) Subject to the Securities Act provisions of 1933subsection (d) below and the Agreement Regarding Permitted Releases, upon the Transfer, without the prior written consent of Lender, of (i) all or any part of the Secured Property; or (ii) any beneficial interest in Borrower if such Transfer is prohibited by Section 3.11 above, Lender may, at its option, declare all of the sums secured by this Deed of Trust to be immediately due and payable. (d) Notwithstanding anything contained herein to the contrary, prior written consent shall not be required for any Transfer of an interest in Borrower subject to the following conditions: Except for Transfers resulting from (A) death of any interest holder or (B) so long as EQT Exeter Real Estate Income Trust, Inc. ("Exeter RE Trust") is a non-traded REIT registered with the SEC, Transfers as a result of the issuance or Transfer of non-traded shares in Exeter RE Trust to retail investors, sixty (60) days prior written notice of such proposed Transfer shall be delivered to Lender (provided that such notice shall be required only if such Transfer results in any individually owning more than fifteen percent (15%) of the direct or indirect ownership of Borrower where such person did not own more than fifteen percent (15%) of such interests prior to such proposed Transfer), together with (1) a statement showing the current ownership of Borrower; (2) copies of the Transfer documents pursuant to which the proposed Transfer is to be effected; (3) a certification from Borrower that Borrower remains in compliance with the ERISA provisions of the Loan Documents; (4) a certification from Borrower that Borrower remains in compliance with the representations, warranties and covenants in the Loan Documents relative to Executive Order 13224-Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended, and other anti-terrorism laws and regulations; and (5) any additional information reasonably requested by L▇▇▇▇▇ regarding the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act")proposed Transfer and/or transferee if, in respect of the exercise and/or transfer of this Warrant and/or transfer as a result 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 CompanyTransfer, such legend may be omitted. In the event of any transfer of this Warrant transferee owns at least a fifteen percent (other than a transfer 15%) direct or indirect interest 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.Borrower;

Restrictions on Transfer. (a) This Warrant a. The Investor covenants and agrees that the Investor shall not transfer any of the Shares except as expressly permitted by this Agreement. For purposes of this Agreement, "trans- fer" shall be exercisable construed as broadly as the law shall allow, and shall include any change of legal or beneficial ownership with respect to the Shares or the creation of a security interest by any means. Any transfer made in connection with the foreclosure of a transferee hereof and/or transferable and security interest shall constitute a separate transfer. b. In the Warrant event the Investor desires to transfer any Shares, the Shares shall not first 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 offered 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 Company in accordance with the Securities Act unlessfollowing terms and conditions: (i) The Investor shall deliver a written notice ("Notice") to the Company stating (A) the Investor's bona fide intention to sell or transfer all --------- or part of the Shares, (B) the number of Shares to be sold or transferred, (C) the price for which the Investor proposes to sell or transfer the Shares, and (D) the name of the proposed purchaser or transferee. (ii) Within thirty (30) days after receipt of the Notice, the Company or its assignee may elect to purchase any or all of the Shares to which the Notice refers, at the price per share specified in the opinion Notice. (iii) If all of counsel the Shares to which the Company, such legend may Notice refers are not elected to be omitted. In the event of any transfer of this Warrant (other than a transfer purchased as provided in an offering registered under the Securities Act, including, without limitation, a transfer in a registered offering effected pursuant to Section 6subsection 6(b)(ii) hereof, and any subsequent transferif the Board of Directors of the Company approves of the proposed purchaser (which approval shall not be unreasonably withheld), the holder hereof shall provide an opinion of counselInvestor may sell the remaining Shares as provided in the Notice, who shall be reasonably satisfactory to the Company, that an exemption from the registration requirements within thirty (30) days of the Securities Act Board's decision, and only upon the terms set forth in the Notice. If such sale is available. not consummated within said thirty (c30) days, the Investor shall again comply with this Section 6. Any permitted subsequent holder of this Warrant such purchaser shall be receive and hold such Shares 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 144this Agreement and there shall be no further transfer of such shares except in accordance herewith. No such purchaser shall receive the Shares and no such Shares will be transferred of record to any such purchaser until such purchaser becomes a party to this Agreement and such purchaser shall be bound by this Agreement to the same extent that the original Investor is so bound. The provisions of this Section 6 shall not apply to a transfer of any Shares, either during the Investor's lifetime or on death, by will or intestacy to the Investor's ancestors, descendants or spouse, or any custodian or trustee for the account of the Investor or the Investor's ancestors, descendants or spouse, provided, in each such case, a transferee shall receive and hold such Shares subject to the provisions of this Agreement and there shall be no further transfer of such Shares except in accordance herewith. No such transferee shall receive the Shares and no Shares will be transferred of record to any such transferee until such transferee becomes a party to this Agreement, and such transferee shall be bound by this Agreement to the same extent that the original Investor was so bound. The Company shall not be required (i) to transfer on its books any Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of Shares or to accord the right to vote as such owner or to pay dividends to any purchaser or transferee to whom such Shares shall have been so transferred or sold. The provisions of this Section 6 shall terminate upon the effective date of an initial public offering of shares of the Common Stock, $.0l par value, of the Company at a price of at least $5.00 per share of Common Stock with gross proceeds to the Company of at least $5,000,000. The Board of Directors of the Company shall also have the power to terminate or waive the provisions of this Section 6.

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 8(a) above.

Restrictions on Transfer. (a) This Warrant Prior to any proposed transfer of any Merger Shares, the Holder thereof shall give written notice to ePlus of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by ePlus, shall be accompanied by an opinion of counsel reasonably satisfactory to ePlus 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 Merger Shares in accordance with the terms of its notice. Each certificate issued in connection with a transfer of Merger Shares as above provided shall bear the legend set forth in Section 8.15(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 Act) or (ii) the opinion of 1933, as amended, counsel referred to above is to the further effect that the transferee and the rules and regulations of any subsequent transferee would be entitled to transfer such Merger Shares in a public sale without registration under 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 Each certificate evidencing Merger 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 issued 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 Holder in connection 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 Merger shall bear a legend restricting transfer and disposition thereof in accordance with substantially the Securities Act unlessfollowing form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in the opinion of counsel to the CompanyAS AMENDED. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, 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 ActAND MAY NOT BE SOLD, includingASSIGNED, without limitationPLEDGED, a transfer in a registered offering effected pursuant to Section 6HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, and any subsequent transfer)AS AMENDED, 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 availableOR AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT." (c) Any permitted subsequent holder of this Warrant In the event that any Merger Shares shall cease to be subject to all the terms and conditions hereinrestrictions on transfer set forth in this Agreement, and shall acknowledge, in writingePlus shall, upon receipt of this Warrant his or her acceptance the written request of the terms and conditions hereinHolder thereof, issue to such Holder a new certificate evidencing such Merger Shares without the legend required by Section 8.15(b) hereof endorsed thereon. (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 provided in Section 3.6 or this Article VIII, no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion; provided that such consent shall not be exercisable unreasonably withheld, conditioned or delayed in the case of a Transfer to a 5% Owner or Subsidiary thereof (or any other entity through which a 5% Owner indirectly holds its interest in the Company solely for purposes of a substantially contemporaneous transfer to such 5% Owner or Subsidiary thereof). If, notwithstanding the provisions of this Section 8.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 8.1(a), involuntarily, by a transferee hereof and/or transferable operation of law or otherwise, then without limiting any other rights and remedies available to the Warrant Shares other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be transferable except upon admitted to the conditions specified in this Section 5, which conditions are intended, among other things, Company as a Member or be entitled to ensure compliance with the provisions of the Securities Act of 1933, any rights as amendeda Member hereunder, and the rules Transferor will continue to be bound by all obligations hereunder, unless and regulations until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), all or a portion of a Member’s Interests in respect of the exercise and/or transfer violation of this Warrant and/or transfer Section 8.1(a) shall be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article VIII shall not apply to the Transfer of any Equity Securities of a Member; provided that no Class B Shares may be Transferred unless a corresponding number of Units are Transferred therewith to the same Person receiving such Warrant SharesClass B Shares in accordance with this Agreement. (b) This Warrant and Notwithstanding Section 8.1(a), without the Warrant Shares shall not be transferable Managing Member’s consent, a Member may Transfer all or a portion of its Units (except for together with the same number of Class B Shares) to a transfer Permitted Transferee. In the case of multiple immediately successive Transfers, the provisions of this Warrant Section 8.1(b) shall apply mutatis mutandis to any Permitted Transferee as though such Permitted Transferee were admitted as a Member. (c) In addition to any other restrictions on Transfer herein contained, including the provisions of this Article VIII, in no event may any Transfer or assignment of Interests by any Member be made (i) to any Person who lacks the legal right, power or capacity to own Interests; (ii) to any Person who is not a “U.S. Person” (within the meaning of Section 7701(a)(30) of the Code); (iii) if such Transfer (A) would be considered to be effected on or through an “established securities market” or a “secondary market or the Warrant Shares substantial equivalent thereof,” as such terms are used in an offering registered under Treasury Regulations Section 1.7704-1, (B) would result in the Securities ActCompany having more than 100 partners, includingwithin the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), without limitationor (C) would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or to be classified as a corporation pursuant to the Code or successor of the Code; (iv) if such Transfer would cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a transfer “party-in-interest” (as defined in Section 3 (14) of ERISA) or a registered offering effected pursuant to “disqualified person” (as defined in Section 6, and any subsequent transfer4975(e)(2) unless, prior to any transfer, of the holder hereof shall have received from its transferee reasonable assurances that Code); (v) if 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 unlessTransfer would, in the opinion of counsel to the Company, such legend may be omitted. In cause any portion of the event assets of the Company to constitute assets 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 employee benefit plan pursuant to Section 6, and any subsequent transfer), the holder hereof shall provide an opinion of counsel, who shall be reasonably satisfactory Plan Asset Regulations or otherwise cause the Company 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 regulation under ERISA; (vi) if such Transfer requires the registration of such Interests or any Equity Securities issued upon any exchange of such Interests, pursuant to any applicable U.S. federal or state securities Laws; or (vii) if such Transfer subjects the Company to regulation under the Investment Company Act or the Investment Advisors Act of 1940, as amended (or any succeeding Laws). Any attempted or purported Transfer of all the terms and conditions herein, and shall acknowledge, or a portion of a Member’s Interests in writing, upon receipt violation of this Warrant his Section 8.1(c) shall be null and void and of no force or her acceptance of the terms and conditions hereineffect whatsoever. (d) To facilitate sales by Notwithstanding Section 8.1(a), but subject to the other provisions in this Article VIII, Parent and its Affiliates may Transfer all or a holder portion of this Warrant or Warrant Shares in transactions qualifying under Rule 144 promulgated by their Units (together with the Commission under same number of Class B Shares) to any other Person without 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 consent of the Commission thereunder (collectively Managing Member or any other Member or Person; provided that any such Transfer is a Transfer of not less than five percent of the "Exchange Act"), and Outstanding OpCo Units to provide said holder upon request with such other information as such holder may require for compliance with the provisions of said Rule 144a single Transferee.

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. (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.

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 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) 8. 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 Except as provided in Section 4.6 or Section 9.1(b), no Member shall Transfer all or any portion of its Interest without the Managing Member’s prior written consent, which consent shall be granted or withheld in the Managing Member’s sole discretion; provided, however, that such consent shall not be exercisable unreasonably withheld, conditioned or delayed in the case of a Transfer to a 5% Owner or Subsidiary thereof (or any other entity through which a 5% Owner indirectly holds its interest in the Company solely for purposes of a substantially contemporaneous transfer to such 5% Owner or Subsidiary thereof). If, notwithstanding the provisions of this Section 9.1(a), all or any portion of a Member’s Interests are Transferred in violation of this Section 9.1(a), involuntarily, by a transferee hereof and/or transferable operation of Law or otherwise, then without limiting any other rights and remedies available to the Warrant Shares other parties under this Agreement or otherwise, the Transferee of such Interest (or portion thereof) shall not be transferable except upon admitted to the conditions specified in this Section 5, which conditions are intended, among other things, Company as a Member or be entitled to ensure compliance with the provisions of the Securities Act of 1933, any rights as amendeda Member hereunder, and the rules Transferor will continue to be bound by all obligations hereunder, unless and regulations until the Managing Member consents in writing to such admission, which consent shall be granted or withheld in the Managing Member’s sole discretion. Any attempted or purported Transfer of all or a portion of a Member’s Interests in violation of this Section 9.1(a) shall be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article IX shall not apply to the Transfer of any limited liability company interests of the Securities and Exchange Commission (the "Commission") thereunder (collectively the "Securities Act"), Managing Member; provided that no Class B Shares may be Transferred unless a corresponding number of Units are Transferred therewith in respect of the exercise and/or transfer of accordance with this Warrant and/or transfer of such Warrant SharesAgreement. (b) This Warrant and Without 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 limitationManaging Member’s consent, a transfer Member may Transfer all or a portion of its Units (together with the same number of Class B Shares) to a Permitted Transferee; provided that to the extent such Permitted Transferee fails to deliver (and has not previously delivered) a Redemption Notice with respect to such Units to the Company within ten (10) Business Days after such Transfer, or such Redemption for any reason is not completed in a registered offering effected accordance with Section 4.6, such Permitted Transferee shall Transfer such Units (and Class B Shares) back to the applicable Member, unless such Transfer is otherwise permitted pursuant to Section 69.1(a). In addition, and any subsequent transfera Member may Transfer all or a portion of its Units (together with the same number of Class B Shares) unless, prior to any transfer, the holder hereof shall have received from its transferee reasonable assurances a Permitted Transferee or to an Additional Permitted Transferee; provided that such person is aware that this Warrant Units (and the Warrant Shares have not been registered under the Securities Act and that Class B Shares) are ultimately Transferred to 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 omittedAdditional Permitted Transferee. In the event case of any transfer of this Warrant (other than a transfer in an offering registered under the Securities Actmultiple immediately successive Transfers, 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 144this Section 9.1(b) shall apply mutatis mutandis to any Permitted Transferee as though such Permitted Transferee were admitted as a Member.

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 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. (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 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. 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 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. Each Shareholder agrees that he, she or it will not make, grant or permit to be made any Transfer of all or any portion of the Shares, except in connection with, and strictly in compliance with the conditions of, any of the following: (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 Transfers effected pursuant to Section 2.2 made strictly in this Section 5, which conditions are intended, among other things, to ensure compliance 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"), procedures set forth in respect of the exercise and/or transfer of this Warrant and/or transfer of such Warrant Shares.Section; (b) This Warrant Transfers by a Shareholder to (i) his or her spouse, children, grandchildren, siblings or siblings’ children, (ii) a trust for the benefit of such Shareholder or his or her spouse, children or grandchildren, siblings or siblings’ children, or (iii) a tax-exempt foundation established and funded solely by the Warrant Shares shall not be transferable (except for a transfer Shareholders or any 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 Companythem; provided, that an exemption (x) the Transfer is exempt from the registration requirements of the Securities Act is available.and (y) the Transferee shall have executed a Joinder Agreement substantially in the form of Exhibit A attached hereto; (c) Transfers upon the death of a Shareholder to his or her heirs, executors or administrators or to a trust under his or her will or Transfers between such Shareholder and his or her guardian or conservator, provided that (x) the Transfer is exempt from the registration requirements of the Securities Act and (y) the Transferee shall have executed a Joinder Agreement substantially in the form of Exhibit A attached hereto. Any permitted subsequent holder of this Warrant Transferee described in the preceding clauses (b) or (c) shall be referred to herein as a “Permitted Transferee.” Notwithstanding anything to the contrary in this Agreement or any failure to execute a Joinder Agreement as contemplated hereby, Permitted Transferees shall take any Shares so Transferred subject to all the terms and conditions herein, and shall acknowledge, in writing, upon receipt provisions 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 Agreement as if such Shares in transactions qualifying under Rule 144 promulgated were still held by the Commission under transferor, whether or not they so agree with the Securities Act, if available, transferor and/or the Company agrees Corporation. The Shareholders agree and consent to satisfy the current public information requirements entry of said Rule 144, for as long as stop transfer instructions with the Shares remain registered under Corporation's transfer agent against the Securities Exchange Act transfer of 1934, as amended, and Corporation Common Stock held by 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 Shareholders except in compliance with the provisions of said Rule 144this agreement.

Restrictions on Transfer. (a) This Warrant shall not be exercisable Optionee, by a transferee hereof and/or transferable and acceptance hereof, agrees to give written notice to the Warrant Shares shall not be transferable except Company before transferring this Option or transferring any shares of the Common Stock issuable or issued upon the conditions specified exercise of this Option of Optionee's intention to do so, describing briefly the manner of any proposed transfer of the Option represented hereby or Optionee's intention as to the shares of Common Stock issuable upon the exercise hereof or the intended disposition to be made of shares of Common Stock upon such exercise. Promptly upon receiving such written notice, the Company shall present copies thereof to counsel for the Company. If, in the opinion of such counsel, the proposed transfer of the Option represented hereby or disposition of shares may be effected without registration or qualification (under any federal or state law) of the Option or the shares of Common Stock issuable or issued upon the exercise hereof, the Company, as promptly as practicable, shall notify Optionee of such opinion, whereupon Optionee shall be entitled to transfer the Option, or to exercise the Option in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Common Stock received upon the previous exercise of the Option, all in accordance with the terms of the notice delivered by Optionee to the Company, provided that an appropriate legend in substantially the form set forth at the end of this Agreement respecting the foregoing restrictions on transfer and disposition may be endorsed on this Agreement or the certificates for such shares. (b) Subject to the provisions of Section 8(a), this Agreement and all rights hereunder are transferable, in whole or in part, at the principal office of the Company by Optionee in person or by duly authorized attorney, upon surrender of this Agreement properly endorsed to any person or entity who represents in writing that he/it is acquiring the Option represented hereby for investment and without any view to the sale or other distribution thereof. Each holder of the Option represented hereby, by taking or holding the same, consents and agrees that the bearer of this Agreement, when endorsed, may be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the Option, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered owner hereof as the owner for all purposes. (c) Notwithstanding the provisions of Sections 8(a) and (b) hereof, Optionee intends to transfer certain options granted hereunder to the Inventors (as that term is defined under the License Agreement), in accordance with Optionee's Patent Policy. The Company waives the requirements of Sections 8(a) and (b) hereof only with respect to the transfer of options to the Inventors as outlined in this Section 58(c). (d) Shares of the Company's Common Stock are presently traded on. the NASDAQ National Market System, which conditions are intendedand, among other thingsat the time of the signing of this Agreement, to ensure compliance with the provisions Company satisfies the requirements of Rule 144 ("Rule 144") of the Securities Act of 1933, as amendedamended (the "Securities Act"), and so as to enable Common Stock of the rules and regulations Company to be sold under the provisions of Rule 144. The Company agrees to make all efforts to continue to meet the requirements of Rule 144 or any successor or equivalent thereto promulgated by 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 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: