Common use of Restrictive Legend Clause in Contracts

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder (a) Holder, by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless until such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE "ActSECURITIES ACT") or any state securities laws), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the CompanyTHESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any state securities laws and may not be transferred in violation of such ActAND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantTHE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT."

Restrictive Legend. The Holder by accepting this This Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred and, unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant Shares issued upon exercise hereof shall be stamped or otherwise imprinted with bear a legend in substantially the following form: "This Warrant and form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that Irell & ▇▇▇▇▇▇▇ LLP shall be deemed to be acceptable to the Company) to the effect that the securities represented hereby have not been registered evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. (a) The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The These securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act") ), or the securities laws of any state securities state, and are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act and such laws. The These securities may not be offered for sale, sold, assigned, offered, sold or transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Securities Act or any state securities laws or (ii) pursuant to an available exemption from the registration or prospectus delivery requirements under of the Securities Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyother laws." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder Warrant Shares shall be represented by accepting certificates, and, unless otherwise permitted by the provisions of this §8.2, shall be marked with a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE MADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. If a registration statement covering the Warrant and or any Warrant Stock agrees that this Warrant Shares shall become effective under the Securities Act and the Warrant Stock issuable upon exercise hereof may not be assigned under any applicable state securities laws, or otherwise transferred unless and until (i) if the Company has received shall receive an opinion of counsel for reasonably satisfactory to the Holder that such securities may be sold pursuant Company (which shall include counsel to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective counsel to the original Holder of the Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by the Commission. (aRule 144(k) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933), as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to render an opinion of counsel satisfactory with respect to the Company to such effect. Copies of the agreement covering both the purchase of the securities matters covered in this paragraph, and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyshall pay all expenses in connection with such matters." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting This Warrant, any Warrant issued upon transfer of this Warrant and and, unless registered under the Securities Act, any Warrant Stock agrees that Shares issued upon exercise of this Warrant and or any portion thereof shall be imprinted with the Warrant following legend, in addition to any legend required under applicable state securities laws: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Capital Stock. Upon request of the holder of a Capital Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) certificate, the Company has received shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel for reasonably acceptable to the Holder Company (PROVIDED that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such securities certificate may be sold pursuant to an exemption from registration without restriction under the Securities Act Rule 144 (or (iiany other rule permitting resales of securities without restriction) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement promulgated under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder Warrant Shares shall be represented by accepting certificates, and, unless otherwise permitted by the provisions of this §8.2, shall be marked with a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSCENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE MADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. If a registration statement covering the Warrant and or any Warrant Stock agrees that this Warrant Shares shall become effective under the Securities Act and the Warrant Stock issuable upon exercise hereof may not be assigned under any applicable state securities laws, or otherwise transferred unless and until (i) if the Company has received shall receive an opinion of counsel for reasonably satisfactory to the Holder that such securities may be sold pursuant Company (which shall include counsel to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective counsel to the original Holder of the Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by the Commission. (aRule 144(k) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933), as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to render an opinion of counsel satisfactory with respect to the Company to such effect. Copies of the agreement covering both the purchase of the securities matters covered in this paragraph, and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyshall pay all expenses in connection with such matters." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. (a) The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws). The securities may not be offered for sale, sold, assigned, offered, transferred sold or otherwise distributed for value transferred except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "“Act"”) or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company."” (b) Except as otherwise provided in this Section Sec­tion 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "“This Warrant and the securities represented hereby have not been registered regis­tered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."”

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following formlegend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "This Warrant and the securities represented hereby have not been registered SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCE BY SUCH DOCUMENTATION AS THE ISSUER MAY REASONABLY REQUEST. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act ) shall also bear such legend unless, the holder of 1933such certificate shall have delivered to the Company an opinion of counsel, as amendedin writing and addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company), that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantlaws."

Restrictive Legend. The Holder by accepting this This Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred and, unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant Shares issued upon exercise hereof shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel that is reasonably acceptable to the Company (PROVIDED that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities represented hereby have not been registered evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities and may not be offered for sale, sold, assigned, offered, transferred resold in the United States unless registered or otherwise distributed for value except (i) an exemption from registration is available. Company is required to refuse to register any transfer of the Shares not made pursuant to an effective registration statement under the Act or any state an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under and regulations, the Act or certificates representing any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with Shares will bear a legend in substantially the following form: "This Warrant and THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. Share certificates will be issued without such legend or at Investor’s option issue electronic delivery at the securities represented hereby have not been applicable balance account at DTC, if either (i) the Shares are registered for resale under the Securities Act of 1933, as amendedAct, or any state securities laws and (ii) Investor provides an opinion of its counsel to the effect that the Shares may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantissued without restrictive legend."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 92, each certificate for Warrant Shares initially issued upon the exercise of this Warrant and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: "This “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement between the Company and the securities represented hereby Holder of even date herewith, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not been registered under required in order to ensure compliance with the Securities Act of 1933Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as amendedthe case may be, shall be entitled to receive from the Company without cost to such Holder or any state securities laws and may not be transferred in violation of transferee a certificate for the Warrant Shares without such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantrestrictive legend."

Restrictive Legend. The Holder by accepting this Warrant Debenture and any Warrant Common Stock issuable upon conversion of the Debenture agrees that this Warrant Debenture and the Warrant Common Stock issuable upon exercise conversion hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Common Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 96, the Warrant Debenture shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant Debenture and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantDebenture."

Restrictive Legend. The Holder by accepting this This Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred and, unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant Shares issued upon exercise hereof shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the Holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such Holder provides the Company with an opinion of counsel that is reasonably acceptable to the Company (provided that O'Melveny & ▇▇▇▇▇ LLP shall be deemed to be acceptable to the Company) to the effect that the securities represented hereby have not been registered evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall evidencing the Shares issued in accordance with the terms of the Note will bear a legend substantially worded in the following terms: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.03 upon the transferability of the Shares shall cease and terminate as follows unless to any particular Share when such securities Share shall have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been effectively registered under the Securities Act of 1933, as amended (the "Act") or any and applicable state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred laws and sold by the holder thereof in accordance with such registration or otherwise distributed for value except (i) sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. Whenever the restrictions imposed by this Section 1.03 shall terminate as to any Share as hereinabove provided, the holder thereof shall be entitled to receive from the Company, without expense, a new certificate evidencing such Share not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Share; provided that the Company may require an effective registration statement opinion of counsel reasonably satisfactory to it to the effect that no legend is required under the Securities Act or any and applicable state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state foreign securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companylaws." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder (i) Holder, by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless until such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE "ActSECURITIES ACT") or any state securities laws), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the CompanyTHESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS." (bii) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any state securities laws and may not be transferred in violation of such ActAND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantTHE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT."

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Warrants shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Actfollowing form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offeredresold, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to that registration is not required under said Act. (2) The Buyer further acknowledges and agrees that until such time as the Company to such effect. Copies of Shares have been registered for resale under the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made 1933 Act as contemplated by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9Registration Rights Agreement, the Warrant shall be stamped or otherwise imprinted with certificates for the Shares may bear a restrictive legend in substantially the following form: "This Warrant and the The securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or any state . The securities laws have been acquired for investment and may not be resold, transferred or assigned in violation the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (3) Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for all Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Trading Days (as defined herein) after surrender of such Actcertificates by the Buyer and (2) the Company shall not place any restrictive legend on certificates for Warrant Shares or impose any stop-transfer restriction thereon. As used in this Agreement, "Trading Day" means a day on whichever of (x) the rules and regulations thereunder national securities exchange, (y) Nasdaq or any state (z) the Nasdaq SmallCap Market (if at the time such market constitutes the principal securities laws or market for the provisions of this WarrantCommon Stock) is open for general trading."

Restrictive Legend. The Holder by accepting Each Warrant Share issued upon exercise of this Warrant shall bear a legend containing the following words: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT." The requirement that the above legend be placed upon certificates evidencing any such securities shall cease and any Warrant Stock agrees that this Warrant and terminate upon the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until earliest of the following events: (i) the Company has received when such shares are transferred in an opinion of counsel for the Holder that underwritten public offering, (ii) when such securities may be sold shares are transferred pursuant to an exemption from registration Rule 144 under the Securities Act or (iiiii) when such shares are transferred in any other transaction if the seller delivers to the Corporation an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Corporation, or a registration statement relating to such securities has been filed by "no-action" letter from the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under Staff of the Securities Act: "The securities represented and Exchange Commission, in either case to the effect that such legend is no longer necessary in order to protect the Corporation against a violation by this certificate have not been registered under it of the Securities Act upon any sale or other disposition of 1933such shares without registration thereunder. Upon the occurrence of such event, as amended (the "Act") or any state securities laws. The securities may not be offered for saleCorporation, soldupon the surrender of certificates containing such legend, assignedshall, offeredat its own expense, transferred or otherwise distributed for value except (i) pursuant deliver to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate any such securities as to which the Secretary of the Company at the principal executive offices of the Companyrequirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable representing Securities issued hereunder shall bear a legend substantially worded as follows (unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made permitted by the holder provisions of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." paragraph (b) Except as otherwise provided in this Section 9, the Warrant shall and (c) below) be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT." (b) The holder of any Securities by acceptance thereof agrees, prior to any transfer of any Securities, to give written notice to the Corporation of such holder's intention to effect such transfer and to comply in all other respects with the securities represented hereby have provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, of counsel for the holder of such Securities, stating that in the opinion of such counsel (which opinion and counsel shall be reasonable satisfactory to the Corporation) such proposed transfer does not been registered involve a transaction requiring registration or qualification of such Securities under the Securities Act or the securities or "blue sky" laws of 1933, as amended, or any state securities laws and may of the United States. Such holder of Securities shall be entitled to transfer such Securities in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not be transferred in violation reasonably object to such transfer on the basis that such proposed transfer involves a transaction requiring registration or qualification of such Act, securities under the rules and regulations thereunder Securities Act or the securities or "blue sky" laws of any state of the United States and requests an opinion with respect to such issue within five days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such transfer within five days after delivery of such opinion. Each certificate or other instrument evidencing the securities laws issued upon the transfer of any Securities (and each certificate or other instrument evidencing any untransferred balance of such Securities) shall bear the legend set forth in paragraph (a) above unless (i) in such opinion of counsel registration of any future transfer is not required by the applicable provisions of the Securities Act or (ii) the Corporation shall have waived the requirement of such legends. (c) Notwithstanding the foregoing provisions of this WarrantSection, the restrictions imposed by this Section upon the transferability of any Securities shall cease and terminate when (i) any such Securities are sold or otherwise disposed of (A) pursuant to an effective registration statement under the Securities Act or (B) in a transaction contemplated by paragraph (b) above which does not require that the Securities so transferred bear the legend set forth in paragraph (a) hereof, or (ii) the holder of such Securities has met the requirements for transfer of such Securities under Rule 144(k) or any successor statute. Whenever the restrictions imposed by this Section shall terminate, the holder of any Securities as to which such restrictions have terminated shall be entitled to receive from the Corporation, without expense, a new certificate not bearing the restrictive legend set forth in paragraph (a) above and not containing any other reference to the restrictions imposed by this Section."

Restrictive Legend. (a) The Holder by accepting this Warrant ------------------- and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws). The securities may not be offered for sale, sold, assigned, offered, transferred sold or otherwise distributed for value transferred except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant legend set forth in Exhibit C shall be removed from the Restricted ADR upon which it is stamped or the Restricted ADR shall be cancelled and any Warrant Stock agrees that this Warrant and replaced with an Unrestricted ADR credited to the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until applicable balance account at the Depository Trust Company (“DTC”), to the extent (i) the Purchased ADSs are resold pursuant to an effective Registration Statement registering the Purchased ADSs for resale, (ii) such Purchased ADSs are sold or transferred pursuant to Rule 144 (if the transferee is not an affiliate of the Company), or (iii) such Purchased ADSs may be resold without restriction under Rule 144, provided that satisfaction of conditions (ii) and (iii) must be established by the opinion of counsel reasonably satisfactory to the Vendor, including, without limitation any opinion delivered in satisfaction of clause (ii) of the definition of Registrable Shares. The Vendor will cause the Company, no later than five (5) trading days following the delivery by a Purchaser to the Company has received or the transfer agent (with notice to the Company) of a Restricted ADR representing such Purchased ADSs (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and an opinion of counsel for to the Holder that extent required by this Section, (such securities fifth trading day, the “Legend Removal Date”) deliver or cause to be delivered to or upon the order of such Purchaser Unrestricted ADRs representing such Purchased ADSs. Such Unrestricted ADRs may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed transmitted by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory transfer agent to the Company to such effect. Copies Purchaser by crediting the account of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost Purchaser’s prime broker with DTC as directed by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companysuch Purchaser." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant ComVest acknowledges and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and that, until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under time as the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory ComVest demonstrates to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary reasonable satisfaction of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9and its legal counsel that such registration shall no longer be required, the Warrant Notes and certificates evidencing the Securities shall be stamped or otherwise imprinted with bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "This Warrant ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL (IN FORM AND FROM COUNSEL) OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION SHALL NO LONGER BE REQUIRED. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities represented hereby have not been laws, (a) such Security is registered for sale under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of 1933, securities as amendedof a particular date that can then be immediately sold, or any state securities laws (b) such holder provides the Company with an opinion of counsel, in form, substance and may not be transferred scope customary for opinions of counsel in violation comparable transactions, to the effect that a public sale or transfer of such ActSecurity may be made without registration under the Securities Act and such sale or transfer is effected. ComVest agrees to sell all Securities, including those represented by a certificate(s) from which the rules and regulations thereunder or any state securities laws or the provisions of this Warrantlegend has been removed, in compliance with applicable prospectus delivery requirements, if any."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant representing Company Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933shall, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9herein, the Warrant shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: "This Warrant and THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION; (ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION. THE HOLDER OF THIS SECURITY IS ENTITLED TO CERTAIN REGISTRATION RIGHTS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY __, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF THE CORPORATION." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities represented hereby have not been registered thereby may be publicly sold without registration under the Securities Act of 1933, as amended, or and any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any applicable state securities laws or the provisions of this Warrantif such securities have been sold pursuant to Rule 144 or an effective registration statement."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "“Act"”) or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company."” (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "“This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."”

Restrictive Legend. The Holder by accepting This Warrant, any Warrant issued upon transfer of this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred and, unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by , any Warrant Shares issued upon exercise of this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") Warrant or any portion thereof, shall be imprinted with the following legend, in addition to any legend required under applicable state securities laws: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The securities may not legend shall be offered appropriately modified upon issuance of certificates for saleshares of Common Stock. Upon request of the holder of a Common Stock certificate, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with a reasonable opinion of counsel satisfactory reasonably acceptable to the Company to such effect. Copies of the agreement covering both the purchase of effect that the securities and restricting their transfer evidenced by such certificate may be obtained at no cost by written request made by the holder sold without restriction under Rule 144 (or any other rule permitting resales of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (bsecurities without restriction) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered promulgated under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (ba) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. Each certificate representing (a) Each certificate for this Warrant, (b) the shares of Common Stock or other securities issued upon exercise of the Warrant and (c) any other securities issued in respect of such shares of Common Stock issuable hereunder upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively, the "Restricted Securities") , shall bear a legend substantially worded as follows (unless otherwise permitted by the provisions of Section 8.4 below or unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered ) be imprinted with the following legend, in addition to any legend required under the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws: THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. The SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 8.4(a) or the "no-action" letter referred to in Section 8.4(b) to the effect that any transfer by such holder of the securities may evidenced by such certificate will be exempt from the registration and/or qualification requirements of, and that such legend is not be offered for salerequired in order to establish compliance with, soldthe Securities Act, assignedand if applicable, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state which transfer restrictions on such securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyhad been previously imposed." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees Investor acknowledges that this Warrant and until the Warrant Stock issuable upon exercise hereof may not be assigned Preferred Shares or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Underlying Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been are registered under the Securities Act of 1933, as amended (the "Act") or and any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any applicable state securities laws or (ii) pursuant to an exemption unless they are exempt from the registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act and any applicable state securities laws, all certificates evidencing any of the Preferred Shares or the Underlying Securities, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED (THE "ACT"), or any state securities laws and may not be transferred in violation of such ActOR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantTRANSFERRED, OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR IF IN THE OPINION OF COUNSEL FOR THE REGISTERED OWNER HEREOF, THE FORM OF WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, THE PROPOSED SALE, TRANSFER OR ASSIGNMENT MAY BE EFFECTED WITHOUT SUCH REGISTRATION AND WILL NOT BE IN VIOLATION OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear representing Registerable Securities held by any Holder who is a legend substantially worded as follows unless such securities have been sold pursuant party to an effective registration statement under TSW Affiliate Agreement (as defined in Section 4.5 of the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"Merger Agreement) or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except an INDUS Affiliate Agreement (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws as defined in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies Section 5.5 of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (bMerger Agreement) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend as provided in substantially the following form: "This Warrant TSW Affiliate Agreement. (b) The Company agrees to remove promptly stop transfer instructions and the securities represented hereby legend provided in Section 1.2(a) above when (i) such proposed sale, transfer or other distribution is permitted pursuant to Rule 145(d) under the Securities Act; (ii) counsel representing the Holder, which counsel is reasonably satisfactory to the Company, shall have not been registered advised the Company in a written opinion letter satisfactory to the Company and Company's legal counsel, and upon which the Company and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; (iii) a registration statement under the Securities Act covering the Registerable Securities proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of 1933the proposed sale, as amendedtransfer or other dispositions, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act; (iv) an authorized representative of the SEC shall have rendered written advice to Holder (sought by Holder or counsel to Holder, with a copy thereof and all other related communications delivered to the Company) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any state securities laws action, with respect to the proposed disposition if consummated; or (v) when the Holder of Registerable Securities is no longer subject to the restrictions in Rule 145 under Rule 145(d)(2) or (3). (c) Each Holder consents to the Company making a notation on its records and may not be transferred giving instructions to any transfer agent of the Registerable Securities in violation of such Act, order to implement the rules and regulations thereunder or any state securities laws or the provisions of restrictions on transfer established in this WarrantAgreement."

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Preferred Shares shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop-transfer order may be placed against transfer of the Preferred Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory that registration is not required under said Act. The number of shares constituting the portion of the Maximum Share Amount, as defined in the Certificate of Designations of the Series B Convertible Preferred Stock (the "Certificate of Designations"), allocated to the Company to such effectshares represented by this certificate for purposes of conversion thereof is 689,512. Copies Section 10(b)(3)(A) of the agreement covering both the purchase Certificate of Designations permits a holder of the securities and restricting their transfer may be obtained at no cost represented by written request made by this certificate to convert such securities in accordance with the holder Certificate of record of Designations without being required to surrender this certificate to the Secretary Company unless all of the Company at the principal executive offices securities represented hereby are so converted. Consequently, following conversion of any of the Company."securities represented by this certificate, the number of shares represented by this certificate may be less than the number of shares stated hereon. Upon request of any proposed transferee (b2) Except as otherwise provided in this Section 9, The Buyer further acknowledges and agrees that the Warrant Warrants shall be stamped or otherwise imprinted with bear a restrictive legend in substantially the following form: "This Warrant form (and a stop-transfer order may be placed against transfer of the Warrants): The securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or any state . The securities laws have been acquired for investment and may not be resold, transferred or assigned in violation the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by the Registration Rights Agreement, the certificates for the Common Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities have been acquired for investment and may not be resold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (4) Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Trading Days (as defined in the Certificate of Designations) after surrender of such Act, certificates by the rules Buyer and regulations thereunder (2) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of or as dividends on the Preferred Shares or upon exercise of the Warrants or impose any state securities laws or the provisions of this Warrantstop-transfer restriction thereon."

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Preferred Shares shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop-transfer order may be placed against transfer of the Preferred Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companythat registration is not required under said Act." (b2) Except as otherwise provided in this Section 9, The Buyer further acknowledges and agrees that the Warrant shall be stamped or otherwise imprinted with bear a restrictive legend in substantially the following form: "This Warrant form (and a stop-transfer order may be placed against transfer of the Warrant): The securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or any state . The securities laws have been acquired for investment and may not be resold, transferred or assigned in violation the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by the Registration Agreement, the certificates for the Common Shares, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities have been acquired for investment and may not be resold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three days after surrender of such Act, certificates by the rules Buyer and regulations thereunder (2) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of or payment of dividends on the Preferred Shares or upon exercise of the Warrant or impose any state securities laws or the provisions of this Warrantstop-transfer restriction thereon."

Restrictive Legend. The Holder by accepting this Warrant Each of the Stockholders acknowledges and any Warrant Stock agrees that this Warrant and the Warrant certificates of Parent Common Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) issued to the Company has received an opinion of counsel for the Holder that such securities may be sold Stockholders pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Merger shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Actfollowing form and a stop-transfer order may be placed against their transfer: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of for the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any an opinion of counsel that registration is not required under said Act or unless sold pursuant to Rule 144. The legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of the shares of Parent Common Stock upon which it is stamped, if, unless otherwise required by applicable state securities laws laws, (a) the such shares are included in an effective registration statement under the Securities Act covering the resale thereof, or (b) such holder provides Parent with an opinion of legal counsel, in form, substance and scope reasonably acceptable to Parent and its legal counsel, to the effect that a public sale or transfer of such shares may not be made without registration under the Securities Act and such shares are being sold or transferred in violation accordance with the method described therein, or (c) such holder provides Parent with reasonable assurances that such shares can be sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) without any restriction as to the number of such Actshares acquired as of a particular date that can then be immediately sold. Each of the Stockholders agrees to sell all of the shares of Parent Common Stock acquired pursuant to the Merger, including those represented by a certificate(s) from which the rules legend has been removed, (x) in compliance with the prospectus delivery requirements, if any, under applicable securities Laws, (y) through an investment bank designated by Parent and regulations thereunder or any state securities laws or (z) in a manner reasonably designed not to affect adversely the provisions market price of this Warrantthe Parent Common Stock."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Common Stock agrees that issued under this Warrant will be represented by certificates and, unless otherwise permitted by the provisions of this Section 11.2, will bear a legend reading substantially as follows: THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM. If a registration statement covering this Warrant or Common Stock (or Other Securities) issued upon the exercise of this Warrant becomes effective under the Securities Act and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received under any applicable state securities laws or, if Holdings receives an opinion of counsel for (including counsel to Holdings and counsel to the Holder that holder of this Warrant) reasonably satisfactory to Holdings that, in the opinion of such securities may be sold pursuant to counsel, the legend is not required (including, without limitation, because of the availability of an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed afforded by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement Rule 144 under the Securities Act: "The securities represented by this certificate have not been registered under ), Holdings will, or will instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by reasonable written request made by of the holder of record of this certificate the Warrant, Holdings will request counsel to render an opinion with respect to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided matters covered in this Section 9, the Warrant shall be stamped or otherwise imprinted 11.2 and Holdings will pay all expenses in connection with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantmatters."

Restrictive Legend. The Holder by accepting this This Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred and, unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant Shares issued upon exercise hereof shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel that is reasonably acceptable to the Company (PROVIDED that Irell & ▇▇▇▇▇▇▇ LLP shall be deemed to be acceptable to the Company) to the effect that the securities represented hereby have not been registered evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable representing, Securities issued hereunder shall bear a legend substantially worded as follows (unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made permitted by the holder provisions of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." paragraph (b) Except as otherwise provided in this Section 9, the Warrant shall and (c) below) be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION HAS BEEN OBTAINED TO THE EFFECT THAT REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED." (b) The holder of any Securities by acceptance thereof agrees, prior to any transfer of any Securities, to give, written notice to the Corporation of such holder's intention to effect such transfer and to comply in all other respects with the securities represented hereby have provisions of this Section. Each such notice shall describe the manner and circumstances of the proposed transfer. Upon request by the Corporation, the holder delivering such notice shall deliver a written opinion, addressed to the Corporation, of counsel for the holder of such Securities, stating that in the opinion of such counsel (which opinion and counsel shall be reasonable satisfactory to the Corporation) such proposed transfer does not been registered involve a transaction requiring registration or qualification of such Securities under the Securities Act or the securities or "blue sky" laws of 1933, as amended, or any state securities laws and may of the United States. Such holder of Securities shall be entitled to transfer such Securities in accordance with the terms of the notice delivered to the Corporation, if the Corporation does not be transferred in violation reasonably object to such transfer on the basis that such proposed transfer involves a transaction requiring registration or qualification of such Act, securities under the rules and regulations thereunder or any state securities laws Securities Act or the provisions of this Warrant.securities or "blue

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that the Note shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Note): This Note has not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws. The sale to the holder of this Warrant and Note of the Warrant shares of Common Stock issuable upon exercise hereof conversion of this Note and in payment of interest on this Note are not covered by a registration statement under the Act or registration under state securities laws. This Note has been acquired, and such shares must be acquired, for investment only and may not be sold, transferred or assigned in the absence of registration of the resale thereof or otherwise transferred unless and until (i) the Company has received an opinion of counsel for reasonably satisfactory in form, scope and substance to the Holder Company that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commissionis not required. (a2) Each certificate for Warrant Stock issuable hereunder The Buyer further acknowledges and agrees that the Warrants shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop- transfer order may be placed against transfer of the Warrants): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offeredresold, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companythat registration is not required under said Act." (b3) Except The Buyer further acknowledges and agrees that until such time as otherwise provided in this the Shares have been registered for resale under the 1933 Act as contemplated by Section 98, the Warrant shall be stamped or otherwise imprinted with certificates for the Shares, may bear a restrictive legend in substantially the following form: "This Warrant form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): The securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or any state . The securities laws have been acquired for investment and may not be resold, transferred or assigned in violation the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (4) Once the Registration Statement required to be filed by the Company pursuant to Section 8 has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for any Shares issued prior to the SEC Effective Date which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three days after surrender of such Act, certificates by the rules Buyer and regulations thereunder (2) the Company shall not place any restrictive legend on certificates for Conversion Shares issued on conversion of the Note or Interest Shares issued in payment of interest on the Note or on any state securities laws Warrant Shares issued upon exercise of the Warrants or the provisions of this Warrantimpose any stop-transfer restriction thereon."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Halmostock and the Company agree that the certificates representing the Halmostock Shares or the Halmostock Warrant Stock issuable hereunder shall bear Shares may contain a legend legend, in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Actfollowing form: "The securities represented evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") ), or any applicable state securities laws. The securities laws and may not be offered for salesold, soldtransferred, assigned, offered, transferred pledged or otherwise distributed for value except disposed of unless (i) pursuant to there is an effective registration statement under the such Act or any state and such laws covering such securities laws or (ii) pursuant to an exemption such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration or and prospectus delivery requirements under of such Act and such laws. The securities evidenced by this certificate are subject to the Act or any state securities laws restrictions on transfer contained in respect the Amended and Restated Investment Agreement dated as of March 3, 1998, and the Stockholders' Agreement dated as of March 3, 1998, in each case, to which the Company has received an opinion of counsel satisfactory is a party, as amended, supplemented or otherwise modified from time to the Company to such effect. Copies of the agreement covering both the purchase of the securities time, and restricting their transfer may not be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companytransferred except in compliance therewith." (b) Except as otherwise provided in this Section 9, Assignor and the Company agree that the certificates representing the Shares or the Warrant shall be stamped or otherwise imprinted with Shares may contain a legend legend, in substantially the following form: "This Warrant and the The securities represented hereby evidenced by this certificate have not been registered under the Securities Act of 1933, as amendedamended (the "Act"), or any applicable state securities laws and may not be transferred in violation sold, transferred, assigned, offered, pledged or otherwise disposed of unless (i) there is an effective registration statement under such Act and such laws covering such securities or (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of such ActAct and such laws. The securities evidenced by this certificate are subject to the restrictions on transfer contained in the Amended and Restated Investment Agreement dated as of March 3, 1998, the rules Amended and regulations thereunder or any state securities laws or Restated Agreement Among Stockholders dated as of March 3, 1998, and the provisions Stockholder's Agreement dated as of this Warrant."March

Restrictive Legend. The Holder by accepting Each certificate representing Registrable Stock shall, except as otherwise provided in this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not Section 2, be assigned stamped or otherwise transferred unless and until (i) imprinted with a legend substantially in the Company has received an following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AN EXEMPTION FROM REGISTRATION IS AVAILABLE." A certificate shall not bear such legend, or such legend shall be promptly removed, if in the opinion of counsel for satisfactory to the Holder that such Company the securities represented thereby may be publicly sold pursuant to an exemption from without registration under the Securities Act and any applicable state securities laws or (ii) a registration statement relating to such securities has been filed by the Investor provides the Company and declared effective by with a certificate that such Investor satisfies all the Commission. requirements of Rule 144 (a) k). Each certificate for Warrant Registrable Stock issuable hereunder shall bear a the legend substantially worded as follows unless set forth in this Section 2, except that such securities have been sold certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933statement, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies the effect that any proposed transfer of the agreement covering both the purchase of the securities and restricting their transfer Registerable Stock may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered effected without registration under the Securities Act of 1933, as amended, or and any applicable state securities laws and may not that the transferee and any subsequent transferee (other than an affiliate of the Company) would be transferred entitled to transfer such securities in violation of such a public sale without registration under the Securities Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "“Act"”) or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company."” (b) Except as otherwise provided in this Section 9, the this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "“This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."”

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall evidencing the Shares on the Funding Date will bear a legend substantially worded in the following terms: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.04 upon the transferability of the Shares shall cease and terminate as follows unless to any particular Share when such securities Share shall have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been effectively registered under the Securities Act of 1933, as amended (the "Act") or any and applicable state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred laws and sold by the holder thereof in accordance with such registration or otherwise distributed for value except (i) sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. Whenever the restrictions imposed by this Section 1.04 shall terminate as to any Share as hereinabove provided, the holder thereof shall be entitled to receive from the Company, without expense, a new certificate evidencing such Share not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Share; provided that the Company may require an effective registration statement opinion of counsel reasonably satisfactory to it to the effect that no legend is required under the Securities Act or any and applicable state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state foreign securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companylaws." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The (a) Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (ab) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (bc) Except as otherwise provided in this Section 98, the this Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby shares issuable upon exercise of this Warrant have not been ben registered under the Securities Act of 1933, as amended, or the Securities Act of any state securities laws and may not be transferred in violation of such Act(collectively, the rules and regulations thereunder "acts"). Neither the Warrant nor any interest therein may be offered, sold, transferred, pledged or any state securities laws otherwise disposed of in the absence of an effective registration statement under the Acts or an opinion of counsel satisfactory to counsel of Airtech International Group, Inc. to the provisions of this Warranteffect that such registrations are not required."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. (a) The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws). The securities may not be offered for sale, sold, assigned, offered, transferred sold or otherwise distributed for value transferred except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 97, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 92, each certificate for Warrant Shares initially issued upon the exercise of this Warrant and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: "This THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement between the Company and the securities represented hereby Holder of even date herewith, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not been registered under required in order to ensure compliance with the Securities Act of 1933Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as amendedthe case may be, shall be entitled to receive from the Company without cost to such Holder or any state securities laws and may not be transferred in violation of transferee a certificate for the Warrant Shares without such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantrestrictive legend."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and Until such time as the Warrant Stock issuable upon exercise hereof may not be assigned Shares have been registered for resale by the holder under the Securities Act as contemplated by the Registration Rights Agreement or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under Rule 144 without any restriction as to the Securities Act or (ii) number of securities as of a registration statement relating to such securities has been filed by particular date that can then be immediately sold, the Company and declared effective by certificates representing the Commission. (a) Each certificate for Warrant Stock issuable hereunder Shares shall bear a restrictive legend in substantially worded as follows unless the following form (and a stop transfer order may be placed against transfer of the certificates for such securities have been sold pursuant to an effective registration statement under the Securities Act: Warrant Shares): "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Act said Act, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act." The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Warrant Shares upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made Warrant Shares are registered for resale by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under an effective registration statement filed under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of 1933, securities as amendedof a particular date that can then be immediately sold, or any state securities laws (b) such holder provides the Company with an opinion of counsel, in form, substance and may not be transferred in violation scope reasonably acceptable to the Company, to the effect that a public sale or transfer of such ActWarrant Shares may be made without registration under the Securities Act and such sale or transfer is effected, or (c) such holder provides the rules and regulations thereunder or any state securities laws or Company with reasonable assurances that such Warrant Shares can be sold pursuant to Rule 144. The holder agrees to sell all Warrant Shares (including those represented by a certificate(s) from which the provisions of this Warrantlegend has been removed) in compliance with applicable prospectus delivery requirements, if any."

Restrictive Legend. Kolomoisky acknowledges and agrees that, until such time as the Shares shall have been registered under the Securities Act in accordance with the terms of the Registration Rights Agreement or sold in accordance with Clause 6.1, the Shares shall bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR, IF PERMITTED UNDER THE TERMS OF THE SUBSCRIPTION AGREEMENT DATED AS OF AUGUST 24, 2007, PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. OR OTHERWISE AS PERMITTED BY LAW. The Holder by accepting this Warrant legend set forth above shall be removed and CME Ltd. shall issue a certificate without such legend to the holder of any Warrant Stock agrees that this Warrant and Share upon which it is stamped, if such Share is registered for sale under an effective registration statement filed under the Warrant Stock issuable upon exercise hereof may not be assigned Securities Act pursuant to the Registration Rights Agreement or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that if such securities may Shares are proposed to be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company as provided in this Agreement and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received CME Ltd. receives an opinion of counsel reasonably satisfactory to it with respect to compliance with such exemption. Kolomoisky agrees to sell all Shares, including those represented by a certificate(s) from which the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companylegend has been removed, in compliance with applicable prospectus delivery requirements, if any." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant For purposes of Regulation D under the Securities Act, Infinity Outdoor acknowledges and any Warrant Stock agrees that this Warrant none of the Securities have been registered under the Securities Act and none of the Warrant Stock issuable upon exercise hereof Securities may not be assigned offered or otherwise transferred sold unless and until the Securities are registered under the Securities Act, or an exemption from such registration is available. Each certificate representing (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or and (ii) a registration statement relating to such any other securities has been filed issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the Company and declared effective by the Commission. (aprovisions of this section) Each certificate for Warrant Stock issuable hereunder shall bear be stamped or otherwise imprinted with a legend required under applicable state securities laws reading substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Actfollows: "The securities represented by this certificate hereby are subject to a Securities Purchase Agreement, dated as of June ___, 2000, copies of which are on file at the principal office of the issuer and will be furnished to the holder on request to the Secretary of the issuer. The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended), or any state securities laws law, and such securities may not be sold, transferred or otherwise disposed of or exercised unless the same is registered and qualified in violation accordance with the Act and any applicable state securities laws, or in the opinion of counsel reasonably satisfactory to the issuer such registration and qualification are not required under the Act. Transfer of such securities is prohibited except pursuant to registration under the Act, or pursuant to an available exemption from registration; hedging transactions involving such securities may not be conducted unless in compliance with the rules Act. Infinity Outdoor consents to the Company and regulations thereunder or Genesis making a notation on its records and giving instructions to any state securities laws or transfer agent of the provisions of Securities in order to implement the restrictions on transfer established in this Warrantsection."

Restrictive Legend. The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that this Warrant and the Warrant Preferred Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and and, until (i) such time as the Company Common Stock has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities 1933 Act of 1933, as amended (contemplated by the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to Registration Rights Agreement and sold in accordance with an effective registration statement under the Act or Registration Statement, certificates and other instruments representing any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary Preferred Stock or shares of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant Common Stock shall be stamped or otherwise imprinted with bear a restrictive legend in substantially the following form: form (and a stop-transfer order may be placed against transfer of any such Securities): THESE SECURITIES (THE "This Warrant SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. The legend set forth above shall be promptly removed, and the Company shall issue a certificate without such legend to the holder of any shares of Preferred Stock or Company Common Stock upon which such legend is stamped, if, unless otherwise required by state securities represented hereby have not been laws, (i) such Securities are registered for resale under the Securities Act of 1933, as amendedAct, or (ii) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144(k) promulgated under the Securities Act. The Company shall bear the reasonable cost of the removal of any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of legend as anticipated by this WarrantSection 4."

Restrictive Legend. The Holder by accepting this Warrant Each of the Stockholders acknowledges and any Warrant Stock agrees that this Warrant and the Warrant certificates of Parent Common Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) issued to the Company has received an opinion of counsel for the Holder that such securities may be sold Stockholders pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Merger shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Actfollowing form and a stop-transfer order may be placed against their transfer: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of for the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any an opinion of counsel that registration is not required under said Act or unless sold pursuant to Rule 144. The legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of the shares of Parent Common Stock upon which it is stamped, if, unless otherwise required by applicable state securities laws laws, (a) the such shares are included in an effective registration statement under the Securities Act covering the resale thereof, or (b) such holder provides Parent with an opinion of legal counsel, in form, substance and scope reasonably acceptable to Parent, to the effect that a public sale or transfer of such shares may not be made without registration under the Securities Act and such shares are being sold or transferred in violation accordance with the method described therein, or (c) such holder provides Parent with reasonable assurances that such shares can be sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) without any restriction as to the number of such Actshares acquired as of a particular date that can then be immediately sold. Each of the Stockholders agrees to sell all of the shares of Parent Common Stock acquired pursuant to the Merger, including those represented by a certificate(s) from which the rules and regulations thereunder or any state legend has been removed, in compliance with the prospectus delivery requirements, if any, under applicable securities laws or the provisions of this Warrantlaws."

Restrictive Legend. The Holder by accepting This Warrant, any Warrant issued upon transfer of this Warrant and and, unless registered under the Securities Act, any Warrant Stock agrees that Shares issued upon exercise of this Warrant and or any portion thereof shall be imprinted with the Warrant following legend, in addition to any legend required under applicable state securities laws: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) certificate, the Company has received shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel for reasonably acceptable to the Holder Company (provided that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such securities certificate may be sold pursuant to an exemption from registration without restriction under the Securities Act Rule 144 (or (iiany other rule permitting resales of securities without restriction) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement promulgated under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Preferred Shares shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop transfer order may be placed against transfer of the Preferred Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companythat registration is not required under said Act." (b2) Except as otherwise provided in this Section 9, The Buyer further acknowledges and agrees that the Warrant shall be stamped or otherwise imprinted with bear a restrictive legend in substantially the following form: "This Warrant form (and a stop-transfer order may be placed against transfer of the Warrant): The securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or any state . The securities laws have been acquired for investment and may not be resold, transferred or assigned in violation the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by the Registration Agreement, the certificates for the Common Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities have been acquired for investment and may not be resold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. Once the Registration Statement required to be Cited by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three days after surrender of such Act, certificates by the rules Buyer and regulations thereunder (2) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of or payment of dividends on the Preferred Shares or upon exercise of the Warrant or impose any state securities laws or the provisions of this Warrantstop-transfer restriction thereon."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities and may not be offered for sale, sold, assigned, offered, transferred resold in the United States unless registered or otherwise distributed for value except (i) an exemption from registration is available. Company is required to refuse to register any transfer of the Shares not made pursuant to an effective registration statement under the Act or any state an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under and regulations, the Act or certificates representing any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with Shares will bear a legend in substantially the following form: "This Warrant and THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. Share certificates shall be issued without such legend or at Purchaser’s option issue electronic delivery at the securities represented hereby have not been applicable balance account at DTC, if either (i) the Shares are registered for resale under the Securities Act Act, (ii) Purchaser provides Company with an opinion of 1933counsel to the effect that sale, as amendedassignment or transfer of the Shares may be made without registration under the applicable requirements of the Act, or any state securities laws and may not (iii) the Shares can be sold, assigned or transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantpursuant to Rule 144."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities and may not be offered for sale, sold, assigned, offered, transferred resold in the United States unless registered or otherwise distributed for value except (i) an exemption from registration is available. Company is required to refuse to register any transfer of the Conversion Shares not made pursuant to an effective registration statement under the Act or any state an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under and regulations, the Act or certificates representing any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with Shares will bear a legend in substantially the following form: "This Warrant and THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED unless in compliance with the securities represented hereby have not been ACT. Certificates representing Conversion Shares will be issued without such legend or at Investor’s option issued by electronic delivery at the applicable balance account at DTC, if either (i) the Conversion Shares are registered for resale under the Securities Act of 1933, as amendedAct, or any state securities laws and (ii) Investor provides an opinion of its counsel to the effect that the Conversion Shares may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantissued without restrictive legend."

Restrictive Legend. The Holder by accepting this Warrant Each Debenture and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until each certificate representing (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act Shares, or (ii) a registration statement relating to such other securities has been filed by issued in respect of the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold Shares pursuant to an effective registration statement under any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the Securities Act: "The securities represented evidenced by this such certificate shall have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Upon request of Purchaser, the Company or Wellsway shall remove the foregoing legend from the Debentures and/or the certificate or issue to Purchaser a new Debenture and/or certificate therefor free of any transfer legend, if, with such request, the Company (or Wellsway, as the case may be) shall have received either the opinion referred to in Section 8(d)(i) hereof or the "This Warrant no-action" letter referred to in Section 8(d)(ii) hereof, or a combination of subsections (i) and (ii) thereof to the effect that any transfer by Purchaser of the securities represented hereby have evidenced by such Debenture and/or certificate will not been registered under violate the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities and may not be offered for sale, sold, assigned, offered, transferred resold in the United States unless registered or otherwise distributed for value except (i) an exemption from registration is available. Company is required to refuse to register any transfer of the Shares not made pursuant to an effective registration statement under the Act or any state an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under and regulations, the Act or certificates representing any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with Shares will bear a legend in substantially the following form: "This Warrant THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. Share certificates will be issued without such legend or at Investor’s option issue electronic delivery at the applicable balance account at DTC, if either (i) the Shares are registered for resale under the Act and the securities represented hereby have not been registered under Registration Statement is effective at the Securities Act time of 1933, as amendedsale, or any state securities laws and (ii) Investor provides an opinion of its counsel to the effect that the Shares may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantissued without restrictive legend."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until Each certificate representing (i) the Shares, and (ii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock, and (iii) any other securities issued in respect of the Shares, or the Common Stock issued upon conversion of the Preferred Stock, THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION. Upon request of a holder of such a certificate, the Company has shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received an either the opinion referred to in Section 4(a) or the "no-action" letter referred to in Section 4(b) to the effect that any transfer by such holder of counsel for the Holder that securities evidenced by such securities may be sold pursuant to an exemption from registration under certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or (ii) a registration statement relating to such securities has been filed by "no-action" letter shall be required, and provided that the Company and declared effective by shall not be obligated to remove any such legends prior to the Commission. (a) Each certificate for Warrant date of the release of the lock-up provisions set forth in Section 15 hereof following the initial public offering of the Company's Common Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until Each certificate representing (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or this Warrant, (ii) a registration statement relating to the shares of Common Stock issued upon exercise of the Warrant and (iii) any other securities issued in respect of such securities has been filed shares of Common Stock upon any stock split, stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the Company and declared effective by the Commission. (aprovisions of Section 4(c) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows below or unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered ) be imprinted with the following legend, in addition to any legend required under the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws: THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. The Upon request of a holder of a certificate with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received the opinion referred to in Section 4(c) to the effect that any transfer by such holder of the securities may evidenced by such certificate will be exempt from the registration and/or qualification requirements of, and that such legend is not be offered for salerequired in order to establish compliance with the Securities Act, soldand if applicable, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state which transfer restrictions on such securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyhad been previously imposed." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities and may not be offered for sale, sold, assigned, offered, transferred resold in the United States unless registered or otherwise distributed for value except (i) an exemption from registration is available. Company is required to refuse to register any transfer of the Shares not made pursuant to an effective registration statement under the Act or any state an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under and regulations, the Act or certificates representing any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with Shares will bear a legend in substantially the following form: "This Warrant and THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. Share certificates will be issued without such legend or at Purchaser’s option issue electronic delivery at the securities represented hereby have not been applicable balance account at DTC, if either (i) the Shares are registered for resale under the Securities Act of 1933, as amendedAct, or any state securities laws and (ii) Purchaser provides an opinion of its counsel to the effect that the Shares may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantissued without restrictive legend."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that Shares obtained upon exercise of this Warrant and shall be represented by certificates, and, unless otherwise permitted by the provisions of thisss.9.2, shall be marked with a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND ANY SUCH LAWS THAT MAY BE APPLICABLE AND ARE TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE WARRANT PURSUANT TO WHICH SUCH SECURITIES WERE ISSUED. If a registration statement covering this Warrant Stock issuable or any Shares obtained upon exercise hereof may not be assigned of this Warrant shall become effective under the Securities Act and under any applicable state securities laws, or otherwise transferred unless and until (i) if the Company has received shall receive an opinion of counsel for reasonably satisfactory to the Holder that such securities may be sold pursuant Company (which shall include counsel to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective counsel to the original Holder of this Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement Rule 144 under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933), as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to render an opinion of counsel satisfactory with respect to the Company to such effect. Copies of the agreement covering both the purchase of the securities matters covered in this paragraph, and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyshall pay all expenses in connection with such matters." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder (a) Holder, by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless until such securities have been sold pursuant to an effective registration statement under the Securities Securities, Act: "The securities represented by this certificate have not been registered under the Securities Act of THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the THE "ActSECURITIES ACT") or any state securities laws), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the CompanyTHESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any state securities laws and may not be transferred in violation of such ActAND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantTHE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT."

Restrictive Legend. The Holder by accepting this Warrant Each of the Principals acknowledges and any Warrant Stock agrees that this Warrant any certificates representing the Class A Stock will bear a restrictive legend in substantially the following form and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities a stop-transfer order may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Actplaced against their transfer: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of for the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any an opinion of counsel that registration is not required under said Act or unless sold pursuant to Rule 144. The legend set forth above shall be removed and SFX shall issue a certificate without such legend to the holder of Class A Stock upon which it is stamped, if, unless otherwise required by applicable state securities laws laws, (i) such Securities are included in an effective registration statement under the Securities Act covering the resale thereof, or (ii) such holder provides SFX with an opinion of legal counsel, in form, substance and scope reasonably acceptable to SFX to the effect that a public sale or transfer of such Class A Stock may not be made without registration under the Securities Act and such Class A Stock is being sold or transferred in violation accordance with the method described therein, or (iii) such holder provides SFX with reasonable assurances that such Class A Stock can be sold pursuant to Rule 144 under the Securities Act (or a successor rule thereto) without any restriction as to the number of shares of Class A Stock acquired as of a particular date that can then be immediately sold (such Actholder shall thereafter be entitled to receive unlegended certificates evidencing the shares not subject to Rule 144). The Principals agree not to sell or in any way transfer any shares of Class A Stock unless and until one of the conditions set forth in clause (i), (ii) or (iii) of the rules and regulations thereunder or any state preceding sentence is satisfied. Each of the Principals agrees to sell all of the Class A Stock including those represented by a certificate(s) from which the legend has been removed, in compliance with the prospectus delivery requirements, if any, under applicable securities laws or the provisions of this Warrantlaws."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 92, each certificate for Warrant Shares initially issued upon the exercise of this Warrant and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form: "This “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” Notwithstanding the foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) such Warrant Shares are transferred pursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement dated as of June 27, 2007 (the “Registration Rights Agreement”) executed by the Company in favor of the Holder, or (ii) the Company shall have received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the securities represented hereby have Company that such legend is not been registered under required in order to ensure compliance with the Securities Act of 1933Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as amendedthe case may be, shall be entitled to receive from the Company without cost to such Holder or any state securities laws and may not be transferred in violation of transferee a certificate for the Warrant Shares without such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantrestrictive legend."

Restrictive Legend. The Holder by accepting This Warrant, any Warrant issued upon transfer of this Warrant and and, unless registered under the Securities Act, any Warrant Stock agrees that Shares issued upon exercise of this Warrant and or any portion thereof shall be imprinted with the Warrant following legend, in addition to any legend required under applicable state securities laws: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Capital Stock. Upon request of the holder of a Capital Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) certificate, the Company has received shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel for reasonably acceptable to the Holder Company (provided that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such securities certificate may be sold pursuant to an exemption from registration without restriction under the Securities Act Rule 144 (or (iiany other rule permitting resales of securities without restriction) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement promulgated under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any ------------------ Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder Until such time as no longer required by accepting this Warrant and any Warrant Stock agrees that applicable securities laws, this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred Shares (unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) in a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been transaction registered under the Securities Act of 1933, as amended (the "“Securities Act") ”), or, in the case of Warrant Shares, transferred pursuant to Rule 144 promulgated under the Securities Act, or any state securities laws. The securities may not be offered for salesuccessor rule or regulation hereafter adopted by the Commission, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to as such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer rule may be obtained at no cost by written request made by the holder of record of this certificate amended from time to the Secretary of the Company at the principal executive offices of the Company." time (b“Rule 144”)) Except as otherwise provided in this Section 9, the Warrant shall will be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. At such time as the securities represented hereby have foregoing legend is not been registered so required, upon request of the Holder and, if requested by the Company, receipt by the Company (from Company counsel) of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act of 1933, as amended, or any and applicable state securities laws and may not be transferred in violation of such Actlaws, the rules and regulations thereunder Company shall promptly cause the legend to be removed from any certificate or any state securities laws other instrument for this Warrant or the provisions of this WarrantWarrant Shares."

Restrictive Legend. The Holder by accepting this This Warrant and and, unless registered under ------------------ the Securities Act, any Warrant Stock agrees that this Warrant and the Warrant Stock issuable Shares issued upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and form (in addition to any legends required under applicable state securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock certificate, the Company shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company (provided that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A -------- Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities represented hereby have not been registered evidenced by such certificate may be sold without restriction under Rule 144 (or any other rule permitting resales of securities without restriction) promulgated under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. (a) The Holder by accepting this Warrant and any Warrant Stock Shares agrees that unless registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), subsequent to the Funding Date and prior to the exercise hereof, this Warrant and the Warrant Stock Shares issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (ab) Each certificate for Warrant Stock Shares issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The These securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act") ), or the securities laws of any state securities state, and are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act and such laws. The These securities may not be offered for sale, sold, assigned, offered, sold or transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Securities Act or any state securities laws or (ii) pursuant to an available exemption from the registration or prospectus delivery requirements under of the Securities Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyother laws." (bc) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any state securities laws and may not be transferred in violation of such ActAND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantTHE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate Shares have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities and may not be offered for sale, sold, assigned, offered, transferred resold in the United States unless registered or otherwise distributed for value except (i) an exemption from registration is available. Company is required to refuse to register any transfer of the Conversion Shares not made pursuant to an effective registration statement under the Act or any state an available exemption from registration. Upon the issuance thereof, and only until such time as the same is no longer required under the applicable securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under and regulations, the Act or certificates representing any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with Shares will bear a legend in substantially the following form: "This Warrant and THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED unless in compliance with the securities represented hereby have not been ACT. Share certificates will be issued without such legend or at Investor’s option issued via electronic delivery at the applicable balance account at DTC, if either (i) the Shares are registered for resale under the Securities Act of 1933, as amendedAct, or any state securities laws and (ii) Investor provides an opinion of its counsel to the effect that the Shares may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantissued without restrictive legend."

Restrictive Legend. The Holder by accepting this Warrant Each certificate evidencing any Restricted Stock and each certificate evidencing any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant issued to an exemption from registration under the Securities Act or subsequent transferees of any Restricted Stock shall (ii) a registration statement relating to such securities has been filed unless otherwise permitted by the Company and declared effective by the Commission. (aprovisions of Section 3.3 or 3.10 hereof) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR LAW. Notice of Transfer. By acceptance of any Restricted Stock, the holder thereof agrees to give prior written notice to the Corporation of such holder’s intention to effect any Transfer and to comply in all other respects with the securities represented hereby have not been registered provisions of this Section 3.3. Each such notice shall describe the manner and circumstances of the proposed Transfer and shall be accompanied by: (a) the written opinion of counsel for the holder of such Restricted Stock or, at such holder’s option, a representation letter of such holder, addressed to the Corporation (which opinion and counsel, or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), as to whether, in the case of a written opinion, in the opinion of such counsel such proposed Transfer involves a transaction requiring registration of such Restricted Stock under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any applicable state securities laws or an exemption thereunder is available, or, in the case of a representation letter, such letter sets forth a factual basis for concluding that such proposed transfer involves a transaction requiring registration of such Restricted Stock under the Securities Act and applicable state securities laws or that an exemption thereunder is available, or (b) if such registration is required and if the provisions of Section 3.4 hereof are applicable, a written request addressed to the Corporation by the holder of such Restricted Stock describing in detail the proposed method of disposition and requesting the Corporation to effect the registration of such Registrable Securities pursuant to the terms and provisions of Section 3.4 hereof; provided, however, that (y) in the case of a Transfer by a holder to a member of such holder’s Group, no such opinion of counsel or representation letter of the holder shall be necessary, provided that the transferee agrees in writing to be subject to Sections 3.1, 3.2, 3.3, 3.10 hereof to the same extent as if such transferee were originally a signatory to this Agreement, and (z) in the case of any holder of Restricted Stock that is a partnership, no such opinion of counsel or representation letter of the holder shall be necessary for a Transfer by such holder to a partner of such holder, or a retired partner of such holder who retires after the date hereof, or the estate of any such partner or retired partner if, with respect to such Transfer by a partnership, (i) such Transfer is made in accordance with the partnership agreement of such partnership, and (ii) the transferee agrees in writing to be subject to the terms of Sections 3.1, 3.2, 3.3, 3.10 hereof to the same extent as if such transferee were originally a signatory to this Agreement. If in an opinion of counsel or as reasonably concluded from the facts set forth in the representation letter of the holder (which opinion and counsel or representation letter, as the case may be, shall be reasonably acceptable to the Corporation), the proposed Transfer may be effected without registration under the Securities Act and any applicable state securities laws or “blue sky” laws, then the holder of Restricted Stock shall thereupon be entitled to effect such Transfer in accordance with the terms of the notice delivered by it to the Corporation. Each certificate or other instrument evidencing the securities issued upon such Transfer (and each certificate or other instrument evidencing any such securities not Transferred) shall bear the legend set forth in Section 3.2 hereof unless: (a) in such opinion of such counsel or as can be concluded from the representation letter of such holder (which opinion and counsel or representation letter shall be reasonably acceptable to the Corporation) the registration of future Transfers is not required by the applicable provisions of the Securities Act and state securities laws, or (b) the Corporation shall have waived the requirement of such legend; provided, however, that such legend shall not be required on any certificate or other instrument evidencing the securities issued upon such Transfer in the event such transfer shall be made in compliance with the requirements of Rule 144 (as amended from time to time or any similar or successor rule) promulgated under the Securities Act. The holder of Restricted Stock shall not effect any Transfer until such opinion of counsel or representation letter of such holder has been given to and accepted by the Corporation (unless waived by the Corporation) or, if applicable, until registration of the Registrable Securities involved in the above-mentioned request has become effective under the Securities Act. In the event that an opinion of counsel is required by the registrar or transfer agent of the Corporation to effect a transfer of Restricted Stock in the future, the Corporation shall seek and obtain such opinion from its counsel, and the holder of such Restricted Stock shall provide such reasonable assistance as is requested by the Corporation (other than the furnishing of an opinion of counsel) to satisfy the requirements of the registrar or transfer agent to effectuate such transfer. Notwithstanding anything to the contrary herein, the provisions of this WarrantSection 3.3 and of Sections 3.1 and 3.2 shall not apply, and shall be deemed of no force or effect, with respect to shares of capital stock of the Corporation that are subject to a re-sale registration statement under the Securities Act, provided that such registration statement has been declared, and continues to remain, effective by the Commission. Registration Rights."

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Preferred Shares shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop-transfer order may be placed against transfer of the Preferred Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory that registration is not required under said Act. The number of shares constituting the portion of the Maximum Share Amount, as defined in the Certificate of Designations of the Series B Convertible Preferred Stock (the "Certificate of Designations"), allocated to the Company to such effectshares represented by this certificate for purposes of conversion thereof is 1,149,188. Copies Section 10(b)(3)(A) of the agreement covering both the purchase Certificate of Designations permits a holder of the securities and restricting their transfer may be obtained at no cost represented by written request made by this certificate to convert such securities in accordance with the holder Certificate of record of Designations without being required to surrender this certificate to the Secretary Company unless all of the Company at the principal executive offices securities represented hereby are so converted. Consequently, following conversion of any of the Company."securities represented by this certificate, the number of shares represented by this certificate may be less (b2) Except as otherwise provided in this Section 9, The Buyer further acknowledges and agrees that the Warrant Warrants shall be stamped or otherwise imprinted with bear a restrictive legend in substantially the following form: "This Warrant form (and a stop-transfer order may be placed against transfer of the Warrants): The securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or any state . The securities laws have been acquired for investment and may not be resold, transferred or assigned in violation the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (3) The Buyer further acknowledges and agrees that until such time as the Common Shares have been registered for resale under the 1933 Act as contemplated by the Registration Rights Agreement, the certificates for the Common Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities have been acquired for investment and may not be resold, transferred or assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (4) Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three Trading Days (as defined in the Certificate of Designations) after surrender of such Act, certificates by the rules Buyer and regulations thereunder (2) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of or as dividends on the Preferred Shares or upon exercise of the Warrants or impose any state securities laws or the provisions of this Warrantstop-transfer restriction thereon."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or representing any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made Notes shall (unless otherwise permitted by the holder provisions of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (bSection 7.3 below) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THESE SECURITIES ARE SUBJECT TO THE TERMS OF A NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 27, 1997 WITH THE COMPANY, A COPY OF WHICH IS ON FILE AND AVAILABLE FOR INSPECTION AT THE PRINCIPAL CORPORATE OFFICE OF THE COMPANY. An appropriate "This Warrant stop transfer" order may be placed with the Company's transfer agent with respect to each such certificate. (b) Any legend endorsed on an instrument pursuant to Section 7.2(a) hereof and the securities represented hereby have not been registered stop transfer instructions with respect to such Notes shall be removed, and the Company shall issue an instrument without such legend to the holder of such Notes, if (i) such holder provides the Company with an opinion of counsel who shall be reasonably satisfactory to the Company, in form and substance reasonably satisfactory to the Company, that a public sale, transfer or assignment of such Notes may be made without registration, or (ii) such Notes may be sold to the public without restriction pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantsimilar provision."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act Act, or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. (a) The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws). The securities may not be offered for sale, sold, assigned, offered, transferred sold or otherwise distributed for value transferred except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any and applicable state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section SECTION 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of THIS WARRANT AND THE SECURITIES ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, or any state securities laws and may not be transferred in violation of such ActOR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantUNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT TO THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until Each certificate representing (i) the Company has received an opinion shares of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act Series A Preferred, or (ii) a registration statement relating to Series A Conversion Shares, or (iii) any other securities issued in respect of the shares of Series A Preferred or the Series A Conversion Shares, upon any Adjustment Event, shall (unless otherwise permitted or unless the securities evidenced by such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if with such request, the Company shall have received either the opinion referred to in Section 7.3(a)(i) or the "This Warrant and no-action" letter referred to in Section 7.3(a)(ii), to the effect that any transfer by such holder of the securities represented hereby have evidenced by such certificate will not been registered under violate the Securities Act of 1933, as amended, or any and applicable state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantlaws."

Restrictive Legend. The Holder Until such time as no longer required by accepting this Warrant and any Warrant Stock agrees that applicable securities laws, this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred Shares (unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) in a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been transaction registered under the Securities Act of 1933, as amended (the "“Securities Act"”) or, in the case of Warrant Shares, transferred pursuant to Rule 144 promulgated under the Securities Act, or any state securities laws. The securities may not be offered for salesuccessor rule or regulation hereafter adopted by the Commission, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to as such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer rule may be obtained at no cost by written request made by the holder of record of this certificate amended from time to the Secretary of the Company at the principal executive offices of the Company." time (b“Rule 144”)) Except as otherwise provided in this Section 9, the Warrant shall will be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. At such time as the securities represented hereby have foregoing legend is not been registered so required, upon request of the Holder and, if requested by the Company, receipt by the Company (from Company counsel) of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act of 1933, as amended, or any and applicable state securities laws and may not be transferred in violation of such Actlaws, the rules and regulations thereunder Company shall promptly cause the legend to be removed from any certificate or any state securities laws other instrument for this Warrant or the provisions of this WarrantWarrant Shares."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant representing the Common Stock issuable hereunder or any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event shall bear a legend substantially worded as follows (unless otherwise permitted or unless the securities evidenced by such securities certificate shall have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "This Warrant ACT"), OR ANY STATE SECURITIES LAWS. NO TRANSFER OF SAID SECURITIES SHALL BE PERMITTED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS COVERING THE SHARES PROPOSED TO BE TRANSFERRED OR (II) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER WILL NOT REQUIRE COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall have received either an opinion referred to in Section 3 to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, (y) in accordance with paragraph (k) of Rule 144, such holder is not and has not during the last three months been an affiliate of the Company and such holder has held the securities represented hereby have not been registered under the Securities Act by such certificate for a period of 1933, as amended, or at least two years. The Company will use its reasonable best efforts to assist any state securities laws and may not be transferred holder in violation of such Act, the rules and regulations thereunder or any state securities laws or complying with the provisions of this WarrantSection 2 for removal of the legend set forth above."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable Each Option Share issued upon exercise hereof may not of this Option shall bear a legend containing the following words: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, PLEDGED, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES AND "BLUE SKY" LAWS." The requirement that the above legend be assigned or otherwise transferred unless placed upon certificates evidencing any such securities shall cease and until terminate upon the earliest of the following events: (i) the Company has received an opinion of counsel for the Holder that when such securities may be sold shares are transferred in a public offering, (ii) when such shares are transferred pursuant to an exemption from registration Rule 144 under the Securities Act or (iiiii) when such shares are transferred in any other transaction if the seller delivers to the Corporation an opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to the Corporation to the effect that such legend is no longer necessary in order to protect the Corporation against a registration statement relating to such securities has been filed violation by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under it of the Securities Act of 1933, as amended (the "Act") or any applicable state securities lawsor "blue sky" laws upon any sale or other disposition of such shares without registration thereunder. The securities may not be offered for saleUpon the occurrence of such event, soldthe Corporation, assignedupon the surrender of certificates containing such legend, offeredshall, transferred or otherwise distributed for value except (i) pursuant at its own expense, deliver to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate any such securities as to which the Secretary of the Company at the principal executive offices of the Companyrequirement for such legend shall have terminated, one or more new certificates evidencing such securities not bearing such legend." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. Each certificate representing (a) Each certificate for this Warrant, (b) the shares of Common Stock or other securities issued upon exercise of the Warrant and (c) any other securities issued in respect of such shares of Common Stock issuable hereunder upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (collectively the "Restrictive Securities"), shall bear a legend substantially worded as follows (unless otherwise permitted by the provisions of Section 9.4 below or unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered ) be imprinted with the following legend, in addition to any legend required under the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws: THIS WARRANT AND THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. The SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Upon request of a holder of such a certificate, the Corporation shall remove the foregoing legend therefrom or issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Corporation shall have received either the opinion referred to in Section 9.4(a) or the "no-action" letter referred to in Section 9.4(b) to the effect that any transfer by such holder of the securities may evidenced by such certificate will be exempt from the registration and/or qualification requirements of, and that such legend is not be offered for salerequired in order to establish compliance with, soldthe Securities Act, assignedand if applicable, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state which transfer restrictions on such securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyhad been previously imposed." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws 13 14 or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (ba) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following formlegend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "This Warrant and the securities represented hereby have not been registered SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS SECURITY NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, SUCH EXEMPTION TO BE EVIDENCE BY SUCH DOCUMENTATION AS THE ISSUER MAY REASONABLY REQUEST. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act ) shall also bear such legend unless, the holder of 1933such certificate shall have delivered to the Company an opinion of counsel, as amendedin writing and addressed to the Company (which counsel and opinion shall be reasonably acceptable to the Company), that the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantlaws."

Restrictive Legend. The Holder by accepting This Warrant, any Warrant issued upon transfer of this Warrant and and, unless registered under the Securities Act, any Warrant Stock agrees that Shares issued upon exercise of this Warrant and or any portion thereof shall be imprinted with the Warrant following legend, in addition to any legend required under applicable state securities laws: THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION. The legend shall be appropriately modified upon issuance of certificates for shares of Common Stock. Upon request of the holder of a Common Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) certificate, the Company has received shall issue to that holder a new certificate free of the foregoing legend, if, with such request, such holder provides the Company with an opinion of counsel for reasonably acceptable to the Holder Company (PROVIDED that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A Professional Law Corporation, shall be deemed to be acceptable to the Company) to the effect that the securities evidenced by such securities certificate may be sold pursuant to an exemption from registration without restriction under the Securities Act Rule 144 (or (iiany other rule permitting resales of securities without restriction) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement promulgated under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that this Warrant the Note and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and Warrants, and, until (i) such time as the Company has received an opinion of counsel Shares have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the certificates for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder Shares, shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop-transfer order may be placed against transfer of the certificates for the Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of for the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any an opinion of counsel that registration is not required under said Act or unless sold pursuant to Rule 144. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped, if, unless otherwise required by applicable state securities laws laws, (a) the Securities are included in an effective registration statement under the 1933 Act covering the resale thereof, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, to the effect that a public sale or transfer of such Securities may not be made without registration under the 1933 Act and such Securities are being sold or transferred in violation accordance with the method described therein, or (c) such holder provides the Company with reasonable assurances that the Securities can be sold pursuant to Rule 144 under the 1933 Act (or a successor rule thereto) without any restriction as to the number of such ActSecurities acquired as of a particular date that can then be immediately sold. The Buyer agrees to sell all of the Securities, including those represented by a certificate(s) from which the rules legend has been removed, in compliance with the prospectus delivery requirements, if any, under applicable securities laws. The Note shall also contain a legend reflecting its non-assignability other than to the Buyer's affiliates (including the limited partners and regulations thereunder shareholders thereof solely in the case of liquidation of the Buyer). The Warrant shall also contain a legend setting forth the restrictions on its assignability. Notwithstanding the foregoing, nothing herein shall affect or any state securities laws limit the Buyer's ability to pledge the Securities in connection with a bona fide margin account or the provisions of this Warrantlending arrangement."

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that the Note shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the Note): This Note has not been registered under the Securities Act of 1933, as amended (the "1933 Act"). The issuance to the holder of this Warrant and Note of the Warrant shares of Common Stock issuable upon exercise hereof conversion of this Note and in payment of interest on this Note are not covered by a registration statement under the 1933 Act. This Note has been acquired, and such shares must be acquired, for investment only and may not be sold, transferred or assigned in the absence of registration of the resale thereof under the 1933 Act or otherwise transferred unless and until (i) the Company has received an opinion of counsel for reasonably satisfactory in form, scope and substance to the Holder Company that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commissionis not required. (a2) Each certificate for Warrant Stock issuable hereunder The Buyer acknowledges and agrees that the Preferred Shares shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop- transfer order may be placed against transfer of the Preferred Shares): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of for the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may an opinion of counsel that registration is not be transferred required under said Act. The number of shares constituting the portion of the Maximum Share Amount, as defined in violation the Statement of such ActResolution of Series D Convertible Preferred Stock (the "Statement of Resolution"), allocated to the rules and regulations thereunder or any state securities laws or the provisions shares represented by this certificate for purposes of this Warrantconversion thereof is ______________________."

Restrictive Legend. The Holder by accepting this Each Share Certificate and each Warrant and any Warrant Stock agrees that this Warrant and Certificate issued at the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall Closing will bear a legend substantially worded in the following terms: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.04 upon the transferability of the Common Shares and Warrant Shares shall cease and terminate as follows unless to any particular Common Share or Warrant Share when such securities Common Share or Warrant Share shall have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been effectively registered under the Securities Act of 1933, as amended (the "Act") or any and applicable state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred laws and sold by the holder thereof in accordance with such registration or otherwise distributed for value except (i) sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. Whenever the restrictions imposed by this Section 1.04 shall terminate as to any Common Share or Warrant Share as hereinabove provided, the holder thereof shall be entitled to receive from the Company, without expense, a new certificate evidencing such Common Share or Warrant Share not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Common Share or Warrant Share; provided that the Company may require an effective registration statement opinion of counsel reasonably satisfactory to it to the effect that no legend is required under the Securities Act or any and applicable state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state foreign securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companylaws." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until Each certificate representing (i) the Company has received an opinion Shares, and any additional shares of counsel for the Holder that such securities may be sold Common Stock acquired pursuant to an exemption from registration under the Securities Act or Section 7.1 (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate which will have not been registered under the Securities Act of 1933, as amended (the "Act") or any state all federal securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state other securities laws issued in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of foregoing upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities and restricting their transfer may be obtained at no cost evidenced by written request made by such certificate shall have been registered under the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (bSecurities Act) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend substantially in substantially the following form: form (in addition to any legend required under applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF l933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Upon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if with such request, the Company shall have received either the opinion referred to in Section 8.4(i) or the "This Warrant and no-action" letter referred to in Section 8.4(a)(ii), to the effect that any transfer by such holder of the securities represented hereby have evidenced by such certificate will not been registered under violate the Securities Act of 1933, as amended, or any and applicable state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrantlaws."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder representing Stockholder Shares shall bear a legend substantially worded as follows (unless otherwise permitted or unless the Stockholder Shares evidenced by such securities certificate shall have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: form (in addition to any legend required under applicable state securities laws): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "This Warrant and ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Upon request of a Holder of such a certificate, the securities represented hereby Company shall remove the foregoing legend from the certificate or issue to such Holder a new certificate therefor free of any transfer legend, if (x) with such request, the Company shall have received either the opinion referred to in Section 3 hereof stating that any transfer by such Holder of the Restricted Securities evidenced by such certificate will not been registered under violate the Securities Act of 1933, as amendedand applicable state securities laws, or (y) in accordance with paragraph (k) of Rule 144, such Holder is not and has not during the last three months been an affiliate of the Company and such Holder has held the Restricted Securities represented by such certificate for a period of at least two years. The Company will use its best efforts to assist any state securities laws and may not be transferred Holder in violation of such Act, the rules and regulations thereunder or any state securities laws or complying with the provisions of this WarrantSection 2 for removal of the legend set forth above."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until Each certificate representing (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or this ------------------ Warrant, (ii) a registration statement relating to the shares of Common Stock issued upon exercise of the Warrant and (iii) any other securities issued in respect of such securities has been filed shares of Common Stock upon any stock split, stock dividend or similar event (collectively, the "Restricted Securities"), shall (unless otherwise permitted by the Company and declared effective by the Commission. (aprovisions of Section 4(c) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows below or unless such securities have been sold pursuant to an effective registration statement registered under the Securities Act: "The securities represented by this certificate have not been registered ) be imprinted with the following legend, in addition to any legend required under the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. The SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Upon request of a holder of a certificate with such legend imprinted thereon, the Company shall remove the foregoing legend therefrom or, if appropriate, issue to such holder a new certificate therefor free of any transfer legend, if, with such request, the Company shall have received either the opinion referred to in Section 4(c)(i) or the "no-action" letter referred to in Section 4(c)(ii) to the effect that any transfer by such holder of the securities may evidenced by such certificate will be exempt from the registration and/or qualification requirements of, and that such legend is not be offered for salerequired in order to establish compliance with the Securities Act, soldand if applicable, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state which transfer restrictions on such securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyhad been previously imposed." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant Each Seller acknowledges and any Warrant Stock agrees that this Warrant any certificates representing the Securities will bear a restrictive legend in substantially the following form and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities a stop-transfer order may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Actplaced against their transfer: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of for the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any an opinion of counsel reasonably acceptable to the issuer of such securities to the effect that registration is not required under said Act or unless sold pursuant to Rule 144. The legend set forth above shall be removed and SFX shall issue a certificate without such legend to the holder of Securities upon which it is stamped, if, unless otherwise required by applicable state securities laws laws, (i) such Securities are included in an effective registration statement under the Securities Act covering the resale thereof, or (ii) such holder provides SFX with an opinion of legal counsel, in form, substance and scope reasonably acceptable to SFX to the effect that a public sale or transfer of such Securities may not be made without registration under the Securities Act and such Securities are being sold or transferred in violation of such Act, accordance with the rules and regulations thereunder or any method described therein as well as all applicable state securities laws laws, or (iii) such holder provides SFX with reasonable assurances that such Securities can be sold pursuant to Rule 144 under the provisions Securities Act (or a successor rule thereto) without any restriction as to the number of this WarrantSecurities acquired as of a particular date that can then be immediately sold (such holder shall thereafter be entitled to receive unlegended certificates evidencing the shares not subject to Rule 144). Each Seller agrees to sell all of the Securities including those represented by a certificate(s) from which the legend has been removed, in compliance with the prospectus delivery requirements, if any, under applicable securities laws."

Restrictive Legend. The Holder Warrant Shares shall be represented by accepting certificates, and, unless otherwise permitted by the provisions of this §8.2, shall be marked with a legend reading substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO BE MADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. If a registration statement covering the Warrant and or any Warrant Stock agrees that this Warrant Shares shall become effective under the Securities Act and the Warrant Stock issuable upon exercise hereof may not be assigned under any applicable state securities laws, or otherwise transferred unless and until (i) if the Company has received shall receive an opinion of counsel for reasonably satisfactory to the Holder that such securities may be sold pursuant Company (which shall include counsel to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective counsel to the original Holder of the Warrant) that, in the opinion of such counsel, such legend is not required (including, without limitation, because of the availability of an exemption afforded by the Commission. (aRule 144(b) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933), as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received shall, or shall instruct its transfer agents and registrars to, remove such legend or issue new Warrants or certificates without such legend. Upon the reasonable written request of a Holder, the Company shall forthwith request counsel to render an opinion of counsel satisfactory with respect to the Company to such effect. Copies of the agreement covering both the purchase of the securities matters covered in this paragraph, and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyshall pay all expenses in connection with such matters." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant Debenture and any Warrant Common Stock issuable upon conversion of the Debenture agrees that this Warrant Debenture and the Warrant Common Stock issuable upon exercise conversion hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Common Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "“Act"”) or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company."” (b) Except as otherwise provided in this Section 9Sec­tion 5, the Warrant Debenture shall be stamped or otherwise imprinted with a legend in substantially the following form: "“This Warrant Debenture and the securities represented hereby have not been registered regis­tered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this WarrantDebenture."”

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written 13 14 request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (ba) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Each Share Certificate and each Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed Certificate issued by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall will bear a legend substantially worded in the following terms: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM." All of the restrictions imposed by this Section 1.04 upon the transferability of the Common Shares, Warrants and Warrant Shares shall cease and terminate as follows unless to any particular Common Share, Warrant or Warrant Share when such securities Common Shares or Warrant Shares shall have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been effectively registered under the Securities Act of 1933, as amended (the "Act") or any and applicable state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred laws and sold by the holder thereof in accordance with such registration or otherwise distributed for value except (i) sold under and pursuant to Rule 144 or is eligible to be sold under and pursuant to paragraph (k) of Rule 144. Whenever the restrictions imposed by this Section 1.04 shall terminate as to any Common Share, Warrant or Warrant Share as hereinabove provided, the holder thereof shall be entitled to receive from the Company, without expense, a new certificate evidencing such Common Share, Warrant or Warrant Share not bearing the restrictive legend otherwise required to be borne by a certificate evidencing such Common Share, Warrant or Warrant Share; provided that the Company may require an effective registration statement opinion of counsel reasonably satisfactory to it to the effect that no legend is required under the Securities Act or any and applicable state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state foreign securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companylaws." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and ------------------ any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act Act; or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (a) . Each certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (ba) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. (a) The Holder by accepting this Warrant and any Warrant Stock Shares agrees that unless registered under the Securities Act of 1933, as amended (the "Securities Act"), subsequent to the Funding Date and prior to the exercise hereof, this Warrant and the Warrant Stock Shares issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Holder reasonably satisfactory to the Company and its counsel that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commission. (ab) Each certificate for Warrant Stock Shares issuable hereunder shall bear a legend substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "The These securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act") ), or the securities laws of any state securities state, and are being offered and sold pursuant to an exemption from the registration requirements of the Securities Act and such laws. The These securities may not be offered for sale, sold, assigned, offered, sold or transferred or otherwise distributed for value except (i) pursuant to an effective registration statement under the Securities Act or any state securities laws or (ii) pursuant to an available exemption from the registration or prospectus delivery requirements under of the Securities Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Companyother laws." (bc) Except as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws or the provisions of this Warrant."

Restrictive Legend. The Holder by accepting this Warrant Each certificate representing shares of Preferred Stock and any Warrant Common Stock agrees that this Warrant and the Warrant Stock issuable upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the acquired by any Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or and (ii) a registration statement relating to such securities has been filed issued or issuable in respect of shares of Preferred Stock or Common Stock acquired by any Holder upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the Company and declared effective by the Commission. (aprovisions of Section 4 below) Each certificate for Warrant Stock issuable hereunder shall bear be stamped or otherwise imprinted with a legend in substantially worded as follows unless such the following form (in addition to any legend required under applicable state securities have been sold pursuant to an effective registration statement under the Securities Act: "laws): The securities shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") ), and have been acquired for investment and not with a view to, or any state securities lawsin connection with, the sale or distribution thereof. The securities Such shares may not be sold, offered for sale, sold, assigned, offered, transferred pledged or otherwise distributed for value except hypothecated in the absence of such registration unless (ia) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received Corporation receives an opinion of counsel reasonably satisfactory to it stating that such sale or transfer is exempt from the Company registration and prospectus delivery requirements of the Act, (b) it is established to the satisfaction of the Corporation that such effectsale or transfer is in a transaction which is exempt under, or otherwise in compliance with, such laws or (c) the Corporation receives a "no action" letter or similar declaration from the securities and exchange commission to the effect that such sale or transfer without registration will not result in a recommendation by said commission that action be taken with respect thereto. Copies of the agreement agreements covering both the purchase of the securities these shares and restricting their transfer the sale, assignment, transfer, or other disposition of, or the voting of, the shares represented by this certificate may be obtained at no cost by written request made by the holder of record of this certificate to the Secretary of the Company Corporation at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9Corporation. The Corporation is authorized to issue more than one class of stock. Shareholders may obtain, upon written request and without charge, a statement of the rights, preferences, privileges, and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof from the principal office of the Corporation. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock, the Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "This Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities laws Shares or the provisions of Common Stock in order to implement the restrictions on transfer established in this WarrantAgreement."

Restrictive Legend. (1) The Holder by accepting this Warrant Buyer acknowledges and any Warrant Stock agrees that the Note shall bear a restrictive legend in substantially the following form (and a stop- transfer order may be placed against transfer of the Note): This Note has not been registered under the Securities Act of 1933, as amended (the "1933 Act"). The issuance to the holder of this Warrant and Note of the Warrant shares of Common Stock issuable upon exercise hereof conversion of this Note and in payment of interest on this Note are not covered by a registration statement under the 1933 Act. This Note has been acquired, and such shares must be acquired, for investment only and may not be sold, transferred or assigned in the absence of registration of the resale thereof under the 1933 Act or otherwise transferred unless and until (i) the Company has received an opinion of counsel for reasonably satisfactory in form, scope and substance to the Holder Company that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration statement relating to such securities has been filed by the Company and declared effective by the Commissionis not required. (a2) Each certificate for Warrant Stock issuable hereunder The Buyer further acknowledges and agrees that the Warrants shall bear a restrictive legend in substantially worded as follows unless such securities have been sold pursuant to an effective registration statement under the Securities Act: "following form (and a stop-transfer order may be placed against transfer of the Warrants): The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or any state securities lawsamended. The securities have been acquired for investment and may not be offered for sale, sold, assigned, offeredresold, transferred or otherwise distributed for value except (i) pursuant to assigned in the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or any state securities laws or (ii) pursuant to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of which the Company has received an opinion of counsel satisfactory to that registration is not required under said Act. (3) The Buyer further acknowledges and agrees that until such time as the Company to such effect. Copies of Common Shares have been registered for resale under the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made 1933 Act as contemplated by the holder of record of this certificate to the Secretary of the Company at the principal executive offices of the Company." (b) Except as otherwise provided in this Section 9Registration Rights Agreement, the Warrant shall be stamped or otherwise imprinted with certificates for the Common Shares may bear a restrictive legend in substantially the following form: "This Warrant form (and a stop- transfer order may be placed against transfer of the certificates for the Common Shares): The securities represented hereby by this certificate have not been registered under the Securities Act of 1933, as amended, or any state . The securities laws have been acquired for investment and may not be resold, transferred or assigned in violation the absence of an effective registration statement for the securities under the Securities Act of 1933, as amended, or an opinion of counsel that registration is not required under said Act. (4) Once the Registration Statement required to be filed by the Company pursuant to Section 2 of the Registration Rights Agreement has been declared effective, thereafter (1) upon request of the Buyer the Company will substitute certificates without restrictive legend for certificates for any Common Shares issued prior to the date such Registration Statement is declared effective by the SEC which bear such restrictive legend and remove any stop-transfer restriction relating thereto promptly, but in no event later than three trading days after surrender of such Act, certificates by the rules Buyer and regulations thereunder (2) the Company shall not place any restrictive legend on certificates for Common Shares issued on conversion of or as dividends on the Preferred Shares or upon exercise of the Warrants or impose any state securities laws or the provisions of this Warrantstop-transfer restriction thereon."