EX-10.51






Exhibit 10.51




SUBSCRIPTION AGREEMENT




This Subscription Agreement is entered into and dated as of October 21, 2014 (this
"Agreement”), by and among Metalico, Inc., a Delaware corporation with offices located at 186 North
Ave. East, Cranford, New Jersey 07016 (the “Company”) and the Subscribers identified on the
Schedule of Subscribers attached hereto (each, a “Subscriber” and, together, the
"Subscribers”). Capitalized terms not defined below shall have the meaning as set forth in
Section 1.1.



RECITALS




A. The Company and each Subscriber is executing and delivering this Agreement in reliance upon
the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as
promulgated by the United States Securities and Exchange Commission (the “Commission”) under the
Securities Act.



B. The Company is a borrower under that certain Financing Agreement (as amended prior to the
date hereof, the “Existing Financing Agreement”) dated as of November 21, 2013 by and among the
Company, each subsidiary of the company listed as a “Borrower” on the signature pages thereto
(together with the Company and each other Person that executes a joinder agreement and becomes a
“Borrower” thereunder), each subsidiary of the Company listed as a “Guarantor” on the signature
pages thereto (together with each other Person that executes a joinder agreement and becomes a
“Guarantor” thereunder), the lenders from time to time party thereto, TPG Specialty Lending, Inc.,
a Delaware corporation (“TSL”), as agent for the Lenders and Lead Arranger, and PNC Bank, National
Association as service agent for the Lenders.



C. To induce the Subscribers (or Affiliates thereof) to enter into the Second Amendment to the
Financing Agreement dated as of the date hereof in the form attached hereto as Exhibit A,
which amendment amends the terms of the Existing Financing Agreement (the Existing Financing
Agreement, as so amended and otherwise amended, amended and restated, supplemented or otherwise
modified from time to time, the “Financing Agreement”, and together with any other loan and/or
security documents referenced therein, the “Financing Documents”), the Company has agreed to pay to
the Lenders thereunder an Additional Fee (as defined therein) in cash, which may be payable in
shares of Common Stock and which shall be represented by the Warrants.



D. In furtherance of the foregoing, the Company wishes to issue, upon the terms and conditions
stated in this Agreement, a warrant to acquire up to that aggregate number of shares of Common
Stock set forth opposite such Subscriber’s name in column (3) on the Schedule of
Subscribers, in the form attached hereto as Exhibit B (the “Warrants”) (as exercised,
collectively, the “Warrant Shares”), subject to adjustment for any stock split, stock dividend,
stock split, stock combination, reclassification or similar transaction.



E. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement, in the form attached hereto as
Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed
to provide certain registration rights with respect to the Registrable Securities (as defined in
the Registration Rights Agreement) under the Securities Act and the rules and regulations
promulgated thereunder, and applicable state securities laws.



F. The Warrants and the Warrant Shares are collectively referred to herein as the
"Securities.”



NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Company and each Subscriber, severally and not jointly, agree as follows:



ARTICLE I.

DEFINITIONS




1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, the following terms shall have the meanings set forth in this Section 1.1:



"Affiliate” of a Person means any other Person that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control with the first Person,
as such terms are used in and construed under Rule 144 promulgated under the Securities Act.
Without limiting the foregoing with respect to a Subscriber, any investment fund or managed account
that is managed on a discretionary basis by the same investment manager as such Subscriber will be
deemed to be an Affiliate of such Subscriber.



"Business Day” means any day except Saturday, Sunday and any day which is a federal legal
holiday or a day on which banking institutions in the State of New York are authorized or required
by law or other governmental action to close.



"Common Stock” means the common stock of the Company, par value $0.001 per share, and any
securities into which such common stock may hereafter be reclassified or converted.



"Eligible Market” means any of The New York Stock Exchange, The NASDAQ Global Market, The
NASDAQ Global Select Market, The NASDAQ Capital Market, the OTC Market or the Trading Market.



"Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.



"Governmental Authority” shall mean any: (a) nation, state, commonwealth, province, territory,
county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial,
local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of
any nature (including any governmental division, department, agency, commission, commissioner,
bureau, tribunal, instrumentality, official, ministry, fund, foundation, center, organization,
board, unit, body or Person and any court or other tribunal); or (d) regulatory or self-regulatory
organization (including the Trading Market).



"Knowledge” shall mean the actual knowledge of the Company’s and/or its Subsidiaries’, as
applicable, executive officers.



"Lien” means any mortgage, deed of trust, lien, charge, claim, encumbrance, security interest,
right of first refusal, preemptive right or other restrictions of any kind.



"Market Value” means the Weighted Average Price (as defined in the Warrants) of the Common
Stock on the Trading Day immediately preceding the applicable date of determination.



"Person” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.



"Proceeding” means an action, claim, suit, inquiry, investigation or proceeding (including,
without limitation, an investigation or partial proceeding, such as a deposition), whether
commenced or, to the Company’s Knowledge, threatened in writing.



"Registration Statement” has the meaning as set forth in the Registration Rights Agreement.



"Required Holders” means the holders of Warrants representing at least a majority of the
number of shares of Common Stock issuable upon exercise of the Warrants then outstanding.



"SEC Reports” shall mean all reports, schedules, forms, applications and other documents,
together with any amendments required to be made with respect thereto, required to be filed by the
Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was
required by law or regulation to file such materials).



"Subsidiary” has the meaning as set forth in the Financing Agreement.



"Trading Day” means (a) any day on which the Common Stock is listed or quoted and traded on
its primary Trading Market, or (b) if the Common Stock is not then listed or quoted and traded on
any Trading Market, then any Business Day.



"Trading Market” means the NYSE MKT LLC.



"Transaction Documents” means this Agreement, the Warrants, the Registration Rights Agreement
and any other documents, certificates or agreements executed or delivered in connection with the
Warrants.



ARTICLE II.

PURCHASE AND SALE




2.1 Purchase and Sale of the Securities. Subject to the terms and
conditions of this Agreement, each Subscriber agrees, severally and not jointly, to purchase from
the Company, and the Company agrees to sell and issue to each Subscriber, at the Closing, such
Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such
Subscriber’s name in column (3) on the Schedule of Subscribers.



2.2 Closing. The issuance of the Warrants pursuant to the terms of this
Agreement (the “Closing”) shall take place at the offices of Schulte Roth & Zabel LLP, 919 Third
Avenue, New York, NY 10022, at 10:00 a.m. (New York City time) on the date hereof, or at such other
time and place as the Company and the Subscribers mutually agree upon in writing (the “Closing
Date”).



2.3 Issue Price. The parties hereto (i) acknowledge and agree that, for U.S.
federal income tax purposes, (A) the Term Loans (as that term is defined in the Financing
Agreement) and the Warrants constitute an “investment unit” and (B) the issue price of the Term
Loans and the Warrant will be as determined by TSL and disclosed in writing to the Company within
90 days of the Closing Date; and (ii) unless otherwise required by applicable law, shall not take
any position contrary to the preceding clause (i) for U.S. federal income tax and all other
purposes.



2.4 Form of Payment. On the Closing Date, the Company shall deliver to each
Subscriber a Warrant pursuant to which such Subscriber shall have the right to acquire up to such
aggregate number of Warrant Shares as is set forth opposite such Subscriber’s name in column (3) of
the Schedule of Subscribers, duly executed on behalf of the Company and registered in the
name of such Subscriber or its designee.



ARTICLE III.

REPRESENTATIONS AND WARRANTIES




3.1 Representations and Warranties of the Company. The Company hereby
represents and warrants as of the date hereof (except for representations and warranties that speak
as of a specific date, which shall be made as of such date) to each of the Subscribers, except as
set forth in the Schedules delivered herewith:




(a) Authorization; Enforcement. The Company has the requisite corporate
power and authority to enter into and to consummate the transactions contemplated by each of the
Transaction Documents and otherwise to carry out its respective obligations hereunder and
thereunder. Other than the Required Approvals (as defined in Section 3.1(c)), the
execution and delivery by the Company of each of the Transaction Documents to which it is a party
and the consummation by it of the transactions contemplated hereunder and thereunder have been
duly authorized by all necessary action on the part of the Company and no further consent or
action is required by the Company, or its board of directors or stockholders. Each Transaction
Document has been (or upon delivery will have been) duly executed by the Company, and, when
delivered in accordance with the terms hereof, will constitute the valid and binding obligation of
the Company, enforceable against the Company, in accordance with its terms, except as such
enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies and except as rights to
indemnification and to contribution may be limited by federal or state securities law.




(b) No Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of the Warrants and
the Warrant Shares and the reservation for issuance of the Warrant Shares) do not and will not
(i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or
articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in the creation of any Lien upon any of the properties or assets of the
Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,
debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of any Governmental
Authority to which the Company or a Subsidiary is subject (including, without limitation, foreign,
federal and state securities laws and regulations and the rules and regulations of the Trading
Market), or by which any property or asset of the Company or a Subsidiary is bound or affected;
except in the case of clause (ii) or (iii) above, as would not, reasonably be expected to, (A)
(i) adversely affect the legality, validity or enforceability of any Transaction Document or
(ii) have or result in a material adverse effect on the operations, properties, results of
operations, assets, business or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, (any of (i) or (ii), a “Material Adverse Effect”) or (B) adversely
impair the Company’s authority or ability to perform fully on a timely basis its obligations under
any Transaction Document, except for the requirement to obtain Stockholder Approval (as defined
below) pursuant to the rules and regulations of the Trading Market.




(c) Filings, Consents and Approvals. Neither the Company nor any
Subsidiary is required to obtain any consent, waiver, authorization, permit or order of, give any
notice to, or make any filing or registration with, any Governmental Authority or other Person in
connection with the execution, delivery and performance by the Company of the Transaction
Documents, other than the filing by the Company of a Notice of Sale of Securities on Form D with
the Commission under Regulation D and state and applicable Blue Sky filings, the filing of any
requisite notices and/or applications(s) to the Trading Market for the issuance and sale of the
Warrants and the issuance of the Warrant Shares upon exercise of the Warrants and the listing of
the Warrant Shares for trading thereon and the requirement to obtain Stockholder Approval pursuant
to the rules and regulations of the Trading Market (collectively, the “Required Approvals”).
Except with respect to the receipt of Stockholder Approval, all Required Approvals have been
obtained or effected on or prior to the Closing Date, and neither the Company nor any Subsidiary
are aware of any facts or circumstances which might prevent the Company or any Subsidiary from
obtaining or effecting any of the registration, application or filings contemplated by the
Transaction Documents. Except for the requirement to obtain Stockholder Approval pursuant to the
rules and regulations of the Trading Market, the Company is not in violation of the requirements
of the Trading Market and has no Knowledge of any facts or circumstances which would reasonably
lead to delisting or suspension of the Common Stock in the foreseeable future.




(d) Issuance of the Securities. The issuance of the Warrants is duly
authorized and, upon issuance in accordance with the terms of the Transaction Documents, will be
validly issued, fully paid and non-assessable and free from all preemptive or similar rights,
taxes, Liens and charges with respect to the issue thereof. As of the Closing, the Company shall
have reserved from its duly authorized capital stock not less than 110% of the maximum number of
Warrant Shares issuable upon exercise of the Warrants based on the then applicable exercise price
under the Warrant (without taking into account any limitations on the exercise of the Warrants set
forth therein). Upon exercise in accordance with the Warrants, the Warrant Shares when issued,
will be validly issued, fully paid and nonassessable and free from all preemptive or similar
rights, taxes, Liens and charges with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock (as set forth in the applicable
charter documents). Subject to the accuracy of the representations and warranties of the
Subscribers in this Agreement, the offer and issuance by the Company of the Securities is exempt
from registration under the Securities Act.




(e) Capitalization. The number of shares and type of all authorized,
issued and outstanding capital stock of the Company has been set forth in the SEC Reports and has
changed since the date set forth in such SEC Reports only to reflect stock option exercises and
grants and warrant exercises that have not, individually or in the aggregate, had a material
effect on the issued and outstanding capital stock, options and other securities and have not been
required to be reported by the Company under the Exchange Act. All of such outstanding shares are
duly authorized and have been, or upon issuance will be, validly issued and are fully paid and
nonassessable. No securities of the Company are entitled to preemptive or similar rights, and no
Person has any right of first refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the Transaction Documents. There are no
securities or instruments containing anti-dilution or similar provisions that will be triggered by
the issuance of the Securities. The Company does not have any stock appreciation rights or
“phantom stock” plans or agreements or any similar plan or agreement.




(f) Certain Fees. No brokerage or finder’s fees or commissions are or will
be payable by the Company to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by this
Agreement. The Subscribers shall have no obligation with respect to any fees or with respect to
any claims (other than such fees or commissions owed by a Subscriber pursuant to written
agreements executed by such Subscriber which fees or commissions shall be the sole responsibility
of such Subscriber) made by or on behalf of other Persons for fees of a type contemplated in this
Section that may be due in connection with the transactions contemplated by this Agreement. The
Company shall indemnify and hold harmless the Subscribers, their employees, officers, directors,
agents, and partners, and their respective Affiliates, from and against all claims, losses,
damages, costs (including the costs of preparation and attorney’s fees) and expenses suffered in
respect of any such claimed or existing fees, as such fees and expenses are incurred.




(g) Private Placement; No Integrated Offering; No General Solicitation.
Assuming the accuracy of each Subscriber’s representations and warranties set forth in Section
3.2(c)-(g), no registration under the Securities Act is required for the offer and sale of the
Securities by the Company to the Subscribers under the Transaction Documents. Assuming the
accuracy of the Subscribers’ representations and warranties set forth in Section 3.2,
neither the Company, the Subsidiaries, any of their respective affiliates, nor any Person acting
on their behalf has, directly or indirectly, made any offers or sales of any Company security or
solicited any offers to buy any security, under circumstances that would require registration of
the issuance of any of the Securities under the Securities Act, whether through integration with
prior offerings or otherwise. Neither the Company, the Subsidiaries nor their affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offer or sale of the
Securities.




(h) Application of Takeover Protections. The Company and its Board of
Directors have taken all necessary action, if any, in order to render inapplicable any control
share acquisition, interested stockholder, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the
Company’s certificate or articles of incorporation, bylaws or other organizational or charter
documents or the laws of its jurisdiction of incorporation that is or could become applicable to
the Subscribers as a result of the Subscribers and the Company fulfilling their obligations or
exercising their rights under the Transaction Documents, including without limitation as a result
of the Company’s issuance of the Securities and the Subscribers’ ownership of the Securities. The
Company and its Board of Directors have taken all necessary action, if any, in order to render
inapplicable any stockholder rights plan or similar arrangement relating to accumulations of
beneficial ownership of shares of Common Stock or a change in control of the Company or any
Subsidiary.




(i) Loan Documents. The Company hereby acknowledges and agrees that each
of the Transaction Documents constitute a “Loan Document” under the Financing Agreement.
Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any
representation or warranty made by the Company under or in connection with any Transaction
Document shall have been untrue, false or misleading in any material respect when made, or (ii)
the Company shall fail to perform or observe any term, covenant or agreement contained in any
Transaction Document.




(j) Transfer Taxes. On the Closing Date, all stock transfer or other taxes
(other than income or similar taxes) which are required to be paid in connection with the sale and
transfer of the Securities to be sold to each Subscriber hereunder will be, or will have been,
fully paid or provided for by the Company, and all laws imposing such taxes will be or will have
been complied with.




(k) Shell Company Status. The Company is not, and has never been, an issuer
identified in, or subject to, Rule 144(i).



3.2 Representations and Warranties of the Subscribers. Each Subscriber
hereby, as to itself only and for no other Subscriber, represents and warrants to the Company as
follows:




(a) Organization; Authority. Such Subscriber is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization with
the requisite corporate, limited liability company or partnership power and authority to enter
into and to consummate the transactions contemplated by the Transaction Documents and otherwise to
carry out its obligations hereunder and thereunder. The execution, delivery and performance by
such Subscriber of the Transaction Documents to which it is a party have been duly authorized by
all necessary corporate or, if such Subscriber is not a corporation, such partnership, limited
liability company or other applicable like action, on the part of such Subscriber. Each of the
Transaction Documents to which such Subscriber is a party has been duly executed by such
Subscriber and, when delivered by such Subscriber in accordance with terms hereof, will constitute
the valid and legally binding obligation of such Subscriber, enforceable against it in accordance
with its terms, except as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.




(b) No Conflicts. The execution, delivery and performance of the
Transaction Documents by such Subscriber and the consummation by such Subscriber of the
transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any
provision of such Subscriber’s certificate or articles of incorporation, bylaws or other
organizational or charter documents, (ii) conflict with, or constitute a default (or an event
which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which such Subscriber is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any Governmental Authority
to which such Subscriber is subject (including, without limitation, foreign, federal and state
securities laws and regulations); except in the case of clause (i) or (ii) above, as would not,
reasonably be expected to have, individually or in the aggregate, a material adverse effect on the
ability of the Subscriber to perform its obligations thereunder.




(c) Investment Intent. Such Subscriber is acquiring the Securities as
principal for its own account for investment purposes and not with a view to distributing or
reselling such Securities or any part thereof in violation of applicable securities laws, without
prejudice, however, to such Subscriber’s right at all times to sell or otherwise dispose of all or
any part of such Securities in compliance with applicable federal and state securities laws.
Nothing contained herein shall be deemed a representation or warranty by such Subscriber to hold
the Securities for any period of time. Such Subscriber understands that the Securities have not
been registered under the Securities Act, and therefore the Securities may not be sold, assigned
or transferred unless pursuant to (i) an effective registration statement under the Securities Act
with respect thereto or (ii) an available exemption from the registration requirements of the
Securities Act.




(d) Subscriber Status. At the time such Subscriber was offered the
Securities, it was, and at the date hereof it is, and on each date on which it exercises the
Warrants (other than pursuant to a cashless exercise), it will be, an “accredited investor” as
defined in Rule 501(a) under the Securities Act.




(e) Experience of such Subscriber. Such Subscriber, either alone or
together with its representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Securities, and has so evaluated the merits and risks of such investment. Such
Subscriber is able to bear the economic risk of an investment in the Securities and, at the
present time, is able to afford a complete loss of such investment.




(f) General Solicitation. Such Subscriber is not purchasing the Securities
as a result of any advertisement, article, notice or other communication regarding the Securities
published in any newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or, to such Subscriber’s knowledge, any other general solicitation or
general advertisement.




(g) Access to Data. Such Subscriber has received and reviewed information
about the Company and has had an opportunity to discuss the Company’s business, management and
financial affairs with its management and to review the Company’s facilities. Such Subscriber
acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and
conditions of the offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to information about the Company and its respective financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to
evaluate its investment; and (iii) the opportunity to obtain such additional information that the
Company possesses or can acquire without unreasonable effort or expense that is necessary to make
an informed investment decision with respect to the investment. The foregoing, however, does not
limit or modify the representations and warranties made by the Company in this Agreement or any
other provision in this Agreement or the right of the Subscribers to rely thereon. Such
Subscriber has sought such accounting, legal and tax advice as it has considered necessary to make
an informed decision with respect to its acquisition of the Securities.




(h) Transfer or Resale. Such Subscriber understands that except as provided
in the Registration Rights Agreement: (i) the Securities have not been and are not being
registered under the Securities Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Subscriber
shall have delivered to the Company (if requested by the Company) an opinion of counsel to such
Subscriber, in a generally acceptable form, to the effect that such Securities to be sold,
assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such
registration, or (C) such Subscriber provides the Company with reasonable assurance that such
Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated
under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale
of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of
Rule 144; and (iii) neither the Company nor any other Person is under any obligation to register
the Securities under the Securities Act or any state securities laws or to comply with the terms
and conditions of any exemption thereunder.




(i) Reliance on Exemptions. Such Subscriber understands that the Securities
being offered and sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Subscriber’s compliance with, the representations, warranties,
agreements, acknowledgements and understandings of such Subscriber set forth herein in order to
determine the availability of such exemptions and the eligibility of such Subscriber to acquire
the Securities.




(j) No Governmental Review. Such Subscriber understands that no United
States federal or state agency or any other government or governmental agency has passed on or
made any recommendation or endorsement of the Securities or the fairness or suitability of the
investment in the Securities nor have such authorities passed upon or endorsed the merits of the
offering of the Securities.




(k) Legends. Such Subscriber understands that the certificates or other
instruments representing the Warrants and, until such time as the resale of the Warrant Shares
have been registered under the Securities Act as contemplated by the Registration Rights
Agreement, the stock certificates representing the Warrant Shares, except as set forth below,
shall bear a restrictive legend in substantially the following form (and a stop-transfer order may
be placed against transfer of such stock certificates):



[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER, IN A
GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.




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 or issue to such holder by
electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if,
unless otherwise required by state securities laws, (i) such Securities are registered for resale
under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such
holder provides the Company with an opinion of counsel, in a generally acceptable form, to the
effect that such sale, assignment or transfer of the Securities may be made without registration
under the applicable requirements of the Securities Act, or (iii) the Securities can be sold,
assigned or transferred pursuant to Rule 144. The Company shall be responsible for the fees of
its transfer agent and all DTC fees associated with such issuance.




The Company acknowledges and agrees that no Subscriber makes or has made any representations or
warranties with respect to the transactions contemplated hereby or by any other Transaction
Document other than those specifically set forth in Section 3.2.



ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES




4.1 Register; Pledge.




(a) The Company shall maintain at its principal executive offices (or such other
office or agency of the Company as it may designate by notice to each holder of Securities), a
register for each series of the Warrants in which the Company shall record the name and address of
the Person in whose name the Warrants have been issued (including the name and address of each
transferee) the number of Warrant Shares issuable upon exercise of the Warrants held by such
Person. The Company shall keep the register open and available at all times during business hours
for inspection of any Subscriber or its legal representatives.




(b) The Company acknowledges and agrees that a Subscriber may from time to time
pledge or grant a security interest in some or all of the Securities in connection with a bona
fide margin agreement secured by the Securities and, if required under the terms of such
agreement, such Subscriber may transfer pledged or secured Securities to the pledgees or secured
parties. Such a pledge or transfer would not be subject to approval of the Company and no legal
opinion of the pledgee, secured party or pledgor shall be required in connection therewith.
Further, no notice shall be required of such pledge. At the appropriate Subscriber’s expense, the
Company will execute and deliver such reasonable documentation as a pledgee or secured party of
Securities may reasonably request in connection with a pledge or transfer of the Securities.



4.2 Integration. The Company shall not, and shall use its reasonable best
efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to
buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities to the Subscribers
or that would be integrated with the offer or sale of the Securities for purposes of the rules and
regulations of any Trading Market.



4.3 Reservation and Listing of Securities. So long as any Subscriber owns
any Warrants, the Company shall take all action necessary to at all times after the date hereof
have authorized, and reserved for the purpose of issuance, no less than 110% of the number of
shares of Common Stock issuable upon exercise of the Warrants then outstanding based on the then
applicable exercise price under the Warrant (without taking into account any limitations on the
exercise of the Warrants set forth in the Warrants) (the “Required Reserved Amount”). If at any
time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to
meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to
authorize and reserve a sufficient number of shares, including, without limitation, calling a
special meeting of stockholders to authorize additional shares to meet the Company’s obligations
under Section 3.1(d), in the case of an insufficient number of authorized shares, obtain
shareholder approval of an increase in such authorized number of shares, and voting the management
shares of the Company in favor of an increase in the authorized shares of the Company to ensure
that the number of authorized shares is sufficient to meet the Required Reserved Amount. The
Company shall, as applicable (i) prepare and timely file with each Trading Market an additional
shares listing application covering all of the shares of Common Stock issued or issuable under the
Transaction Documents, (ii) use reasonable best efforts to cause such shares of Common Stock to be
approved for listing on each Trading Market as soon as practicable thereafter, (iii) provide to the
Subscribers evidence of such listing, and (iv) use reasonable best efforts to maintain the listing
of such Common Stock on each such Trading Market or another Eligible Market.



4.4 Form D and Blue Sky. The Company shall file a Form D with respect to
the Securities as required under Regulation D. The Company shall, on or before the Closing Date,
take such action as the Company shall reasonably determine is necessary in order to obtain an
exemption for, or to, qualify the Securities for sale to the Subscribers at the Closing pursuant to
this Agreement under applicable securities or “Blue Sky” laws of the states of the United States
(or to obtain an exemption from such qualification), and shall provide evidence of any such action
so taken to the Subscribers on or prior to the Closing Date. Without limiting any other obligation
of the Company under this Agreement, the Company shall timely make all filings and reports relating
to the offer and sale of the Securities required under all applicable securities laws (including,
without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and
the Company shall comply with all applicable federal, state and local laws, statutes, rules,
regulations and the like relating to the offering and sale of the Securities to the Subscribers.



4.5 Indemnification. In consideration of each Subscriber’s execution and
delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to
all of the Company’s other obligations under the Transaction Documents, the Company shall defend,
protect, indemnify and hold harmless each Subscriber and each other holder of the Securities and
all of their shareholders, partners, members, officers, directors, employees and direct or indirect
investors and any of the foregoing Persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements
(the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or
relating to (a) any misrepresentation or breach of any representation or warranty made by the
Company in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained
in the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a
third party (including for these purposes a derivative action brought on behalf of the Company) and
arising out of or resulting from (i) the execution, delivery, performance or enforcement of the
Transaction Documents or any other certificate, instrument or document contemplated hereby or
thereby, (ii) any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of such
Subscriber or holder of the Securities as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities that is permissible under applicable law. Except as otherwise
set forth herein, the mechanics and procedures with respect to the rights and obligations under
this Section 4.5 shall be the same as those set forth in Section 6 of the Registration
Rights Agreement.



4.6 Stockholders Rights Plan. No claim will be made or enforced by the
Company or any other Person that any Subscriber is an “Acquiring Person” or any similar term under
any stockholders rights plan or similar plan or arrangement in effect or hereafter adopted by the
Company, or that any Subscriber could be deemed to trigger the provisions of any such plan or
arrangement, by virtue of receiving Securities under the Transaction Documents or under any other
agreement between the Company and the Subscribers.



4.7 Public Information. At any time during the period commencing on the six
(6) month anniversary of the Closing Date and ending at such time that all of the Securities can be
sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if a registration statement is not available for
the resale of all of the Securities and the Company shall (i) fail for any reason to satisfy the
requirements of Rule 144(c)(1) including, without limitation, the failure to satisfy the current
public information requirements contained in Rule 144(c) or (ii) if the Company has ever been an
issuer in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to
satisfy any condition set forth in Rule 144(i)(2) (each, a “Public Information Failure”) then, as
partial relief for the damages to any holder of Securities by reason of any such delay in or
reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other
remedies available at law or in equity), the Company shall pay to each such holder an amount in
cash equal to one and one-quarter percent (1.25%) of the aggregate Market Value of such holder’s
Securities on the day of a Public Information Failure and on every thirtieth day (pro rated for
periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public
Information Failure is cured and (ii) such time that such Public Information Failure no longer
prevents a holder of Securities from selling such Securities pursuant to Rule 144 without any
restrictions or limitations. The payments to which a holder shall be entitled pursuant to this
Section 4.7 are referred to herein as “Public Information Failure Payments.” Public
Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month
during which such Public Information Failure Payments are incurred and (II) the third Business Day
after the event or failure giving rise to the Public Information Failure Payments is cured. In the
event the Company fails to make Public Information Failure Payments in a timely manner, such Public
Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for
partial months) until paid in full.



4.8 [Intentionally Omitted]



4.9 Stockholder Approval. The Company shall provide each stockholder
entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder
Meeting”), which shall be called as promptly as practicable after the date hereof, but in no event
later than seventy-five (75) days after such date, or such later date as agreed by the Company and
the Required Holders (the “Stockholder Meeting Deadline”), a proxy statement, in a form reasonably
acceptable to the Subscribers after review by Schulte Roth & Zabel LLP, at the expense of the
Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for
approval of resolutions (the “Resolutions”) providing for the issuance of all of the Warrant Shares
and the other shares of Common Stock issuable to the holders of the Company’s outstanding
convertible notes (without regard to any limitation or restriction set forth therein) as described
in the Transaction Documents in accordance with applicable law, the provisions of the Company’s
certificate of incorporation and bylaws and the rules and regulations of the Principal Market
without giving effect to the Exchange Cap provisions set forth in the Warrants (such affirmative
approvals being referred to herein, collectively, as the “Stockholder Approval” and the date such
approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable
best efforts to solicit its stockholders’ approval of such Resolutions and to cause the Board of
Directors of the Company to recommend to the stockholders that they approve the Resolutions. The
Company shall be obligated to use its reasonable best efforts to obtain the Stockholder Approval by
the Stockholder Meeting Deadline. If, despite the Company’s reasonable best efforts, the
Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an
additional Stockholder Meeting to be held three times (including its Annual Meeting) during each 12
month period thereafter, provided that each such Stockholders Meeting shall be at least ninety (90)
days after the immediately preceding Stockholders Meeting, until the Stockholder Approval is
obtained.



4.10 [Intentionally Omitted].



4.11 Additional Issuances of Securities. From the date hereof until
November 21, 2018, the Company shall not, (i) directly or indirectly, offer, sell, grant any option
to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase
or other disposition of) any of its or its Subsidiaries’ equity or equity equivalent securities,
including without limitation any debt, preferred stock or other instrument or security that is, at
any time during its life and under any circumstances, convertible into or exchangeable or
exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition
or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first
complied with this Section 4.11. As used herein, “Common Stock Equivalents” means, collectively,
Options and Convertible Securities (each, as defined in the Warrants).




(1) The Company shall deliver to each Subscriber an irrevocable written notice
(the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”)
of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which
Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price
and other terms upon which they are to be issued, sold or exchanged, and the number or amount
of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or
entities (if known) to which or with which the Offered Securities are to be offered, issued,
sold or exchanged and (z) offer to issue and sell to or exchange (a) with each such
Subscriber up to that percentage of the Offered Securities necessary for such Subscriber to
maintain such Subscriber’s percentage ownership of the Common Stock on the effective date of
the Offer Notice calculated on a fully diluted basis (the “Basic Amount”), and (b) with
respect to each Subscriber that elects to purchase its Basic Amount, any additional portion
of the Offered Securities attributable to the Basic Amounts of other Subscribers as such
Subscriber shall indicate it will purchase or acquire should the other Subscribers subscribe
for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be
repeated until the Subscribers shall have an opportunity to subscribe for any remaining
Undersubscription Amount.




(2) To accept an Offer, in whole or in part, such Subscriber must deliver a
written notice to the Company prior to the end of the tenth (10th) Business Day
after such Subscriber’s receipt of the Offer Notice (the “Offer Period”), setting forth the
portion of such Subscriber’s Basic Amount that such Subscriber elects to purchase and, if
such Subscriber shall elect to purchase all of its Basic Amount, the Undersubscription
Amount, if any, that such Subscriber elects to purchase (in either case, the “Notice of
Acceptance”). If the Basic Amounts subscribed for by all Subscribers are less than the total
of all of the Basic Amounts, then each Subscriber who has set forth an Undersubscription
Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic
Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided,
however, that if the Undersubscription Amounts subscribed for exceed the difference
between the total of all the Basic Amounts and the Basic Amounts subscribed for (the
“Available Undersubscription Amount”), each Subscriber who has subscribed for any
Undersubscription Amount shall be entitled to purchase only that portion of the Available
Undersubscription Amount as the Basic Amount of such Subscriber bears to the total Basic
Amounts of all Subscribers that have subscribed for Undersubscription Amounts, subject to
rounding by the Company to the extent its deems reasonably necessary. Notwithstanding
anything to the contrary contained herein, if the Company desires to modify or amend the
terms and conditions of the Offer prior to the expiration of the Offer Period, the Company
may deliver to the Subscribers a new Offer Notice and the Offer Period shall expire on the
fifth (5th) Business Day after such Subscriber’s receipt of such new Offer Notice.




(3) The Company shall have ten (10) Business Days from the expiration of the
Offer Period above to offer, issue, sell or exchange all or any part of such Offered
Securities as to which a Notice of Acceptance has not been given by the Subscribers (the
“Refused Securities”) pursuant to a definitive agreement (the “Subsequent Placement
Agreement”) but only to the offerees described in the Offer Notice (if so described therein)
and only upon terms and conditions (including, without limitation, unit prices and interest
rates) that are not more favorable to the acquiring Person or Persons or less favorable to
the Company than those set forth in the Offer Notice and (ii) to publicly announce (a) the
execution of such Subsequent Placement Agreement, and (b) either (x) the consummation of the
transactions contemplated by such Subsequent Placement Agreement or (y) the termination of
such Subsequent Placement Agreement, which shall be filed with the Securities and Exchange
Commission on a Current Report on Form 8-K with such Subsequent Placement Agreement and any
documents contemplated therein filed as exhibits thereto.




(4) In the event the Company shall propose to sell less than all the Refused
Securities (any such sale to be in the manner and on the terms specified in Section 4.11(3)
above), then each Subscriber may, at its sole option and in its sole discretion, reduce the
number or amount of the Offered Securities specified in its Notice of Acceptance to an amount
that shall be not less than the number or amount of the Offered Securities that such
Subscriber elected to purchase pursuant to Section 4.11(2) above multiplied by a fraction,
(i) the numerator of which shall be the number or amount of Offered Securities the Company
actually proposes to issue, sell or exchange (including Offered Securities to be issued or
sold to Subscribers pursuant to Section 4.11(3) above prior to such reduction) and (ii) the
denominator of which shall be the original amount of the Offered Securities. In the event
that any Subscriber so elects to reduce the number or amount of Offered Securities specified
in its Notice of Acceptance, the Company may not issue, sell or exchange more than the
reduced number or amount of the Offered Securities unless and until such securities have
again been offered to the Subscribers in accordance with Section 4.11(1) above.




(5) Upon the closing of the issuance, sale or exchange of all or less than all
of the Refused Securities, the Subscribers shall acquire from the Company, and the Company
shall issue to the Subscribers, the number or amount of Offered Securities specified in the
Notices of Acceptance, as reduced pursuant to Section 4.11(3) above if the Subscribers have
so elected, upon the terms and conditions specified in the Offer. The purchase by the
Subscribers of any Offered Securities is subject in all cases to the preparation, execution
and delivery by the Company and the Subscribers of a purchase agreement relating to such
Offered Securities reasonably satisfactory in form and substance to the Subscribers and their
respective counsel.




(6) Any Offered Securities not acquired by the Subscribers or other persons in
accordance with Section 4.11(3) above may not be issued, sold or exchanged until they are
again offered to the Subscribers under the procedures specified in this Agreement.




(7) The Company and the Subscribers agree that if any Subscriber elects to
participate in the Offer, (x) neither the Subsequent Placement Agreement with respect to such
Offer nor any other transaction documents related thereto (collectively, the “Subsequent
Placement Documents”) shall include any term or provisions whereby any Subscriber shall be
required to agree to any restrictions in trading as to any securities of the Company owned by
such Subscriber prior to such Subsequent Placement, and (y) the Buyer shall be entitled to
the same registration rights provided to other investors in the Subsequent Placement.




(8) Notwithstanding anything to the contrary in this Section 4.11 and unless
otherwise agreed to by the Subscribers, the Company shall either confirm in writing to the
Subscribers that the transaction with respect to the Subsequent Placement has been abandoned
or shall publicly disclose its intention to issue the Offered Securities, in either case in
such a manner such that the Subscribers will not be in possession of material non-public
information, by the thirtieth (30th) Business Day following delivery of the Offer
Notice. If by the thirtieth (30th) Business Day following delivery of the Offer
Notice no public disclosure regarding a transaction with respect to the Offered Securities
has been made, and no notice regarding the abandonment of such transaction has been received
by the Subscribers, such transaction shall be deemed to have been abandoned and the
Subscribers shall not be deemed to be in possession of any material, non-public information
with respect to the Company. Should the Company decide to pursue such transaction with
respect to the Offered Securities, the Company shall provide each Subscriber with another
Offer Notice and each Subscriber will again have the right of participation set forth in this
Section 4.11. The Company shall not be permitted to deliver more than one such Offer Notice
to the Subscribers in any 60 day period.




(9) The restrictions contained in this Section 4.11 shall not apply in
connection with the issuance of any Excluded Securities (as defined in the Warrants)



ARTICLE V.

CLOSING DELIVERABLES




5.1 Closing Deliverables of the Company. At the Closing, the Company shall
deliver to the Investors the following:




(a) Transaction Documents. The Company shall have duly executed and
delivered to such Subscriber (A) each of the Transaction Documents to which it is a party and the
Company shall have duly executed and delivered to such Subscriber and (B) such Warrants (for such
aggregate number of shares of Common Stock as is set forth across from such Subscriber’s name in
column (3) of the Schedule of Subscribers).




(b) Legal Opinion. Such Subscriber shall have received the opinion of
Lowenstein Sandler LLP, the Company’s outside counsel, dated as of the Closing Date, in
substantially the form of Exhibit E attached hereto.



ARTICLE VI.

MISCELLANEOUS




6.1 Fees and Expenses. The Company shall reimburse TSL or its designee(s)
(in addition to any other expense amounts paid to any Subscriber prior to the date of this
Agreement) for all reasonable actual costs and expenses incurred in connection with the
transactions contemplated by the Transaction Documents (including all reasonable legal fees and
disbursements in connection therewith and documentation and implementation of the transactions
contemplated by the Transaction Documents) on or prior to the Closing, which amount shall be paid
by the Company at the Closing. The Company shall pay, and hold each Subscriber harmless against,
any liability, loss or expense (including, without limitation, reasonable attorney’s fees and
out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except
as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its
own expenses in connection with the sale of the Securities to the Subscribers.



6.2 Entire Agreement; Amendments. This Agreement and the other Transaction
Documents supersede all other prior oral or written agreements between the Subscribers, the
Company, their affiliates and Persons acting on their behalf with respect to the matters discussed
herein, and this Agreement, the other Transaction Documents and the instruments referenced herein
and therein contain the entire understanding of the parties with respect to the matters covered
herein and therein and, except as specifically set forth herein or therein, neither the Company nor
any Subscriber makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Company and the Required Holders, and any amendment to this Agreement made in
conformity with the provisions of this Section 6.2 shall be binding on all Subscribers and
holders of Securities. No provision hereof may be waived other than by an instrument in writing
signed by the party against whom enforcement is sought. No such amendment shall be effective to
the extent that it applies to less than all of the holders of the applicable Securities then
outstanding. The Company has not, directly or indirectly, made any agreements with any Subscribers
relating to the terms or conditions of the transactions contemplated by the Transaction Documents
except as set forth in the Transaction Documents. Without limiting the foregoing, the Company
confirms that, except as set forth in this Agreement and the Financing Agreement, no Subscriber has
made any commitment or promise or has any other obligation to provide any financing to the Company
or otherwise. No consideration shall be offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of the Transaction Documents unless the same
consideration (other than the reimbursement of legal fees) also is offered to all of the parties to
the Transaction Documents or holders of the Warrants, as the case may be.



6.3 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided under this Agreement or any other Transaction Document shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile or e-mail at the facsimile
number or e-mail address specified in this Section prior to 6:30 p.m. (New York City time) on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile or e-mail at the facsimile number or e-mail address specified in this
Agreement later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New
York City time) on such date, (iii) the Trading Day following the date of mailing, if sent by
nationally recognized overnight courier service, specifying next business day delivery or (iv) upon
actual receipt by the party to whom such notice is required to be given if delivered by hand. The
address for such notices and communications shall be as follows:



	 	 	 
	If to the Company:
	 	Metalico, Inc.

186 North Avenue East

Cranford, NJ 07016

Telephone: (908) 497-9610

Facsimile: (908) 497-1097

Attention: Arnold S. Graber

Executive Vice President and General Counsel

Email: asgraber@metalico.com

	With a copy to:
	 	Lowenstein Sandler LLP

65 Livingston Avenue

Roseland, New Jersey 07068

Telephone: (973) 597-2476

Facsimile: (973) 597-2477

Email: sskolnick@lowenstein.com

	If to the Transfer Agent
	 	Corporate Stock Transfer, Inc.

3200 Cherry Creek Dr. South, Suite 430

Denver, CO 80209

Telephone: (303) 282-4800

Facsimile: (303) 777-3094

Attention: Daniel Bell

Email: dbell@corporatestock.com

	If to a Subscriber:
	 	To its address and facsimile number set forth

on the Schedule of Subscribers, with copies to

such Subscriber’s representatives as set forth

on the Schedule of Subscribers.

	 	 	 

	With a copy (for

information purposes

only) to:
	 	Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Telephone: (212) 756-2000

Facsimile: (212) 593-5955

Attention: Frederic Ragucci, Esq. & Robert

Goldstein, Esq.

Email: frederic.ragucci@srz.com

robert.goldstein@srz.com







or such other address as may be designated in writing hereafter, in the same manner, by such Person
by two (2) Trading Days’ prior notice to the other party in accordance with this
Section 6.3.



6.4 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof. No specific representation or warranty shall limit the generality or
applicability of a more general representation or warranty. The parties agree that each of them
and/or their respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the
Transaction Documents or any amendments hereto.



6.5 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Subscribers. Any Subscriber may assign its rights under this Agreement to any Person to whom
such Subscriber assigns or transfers any Securities, provided such transferee agrees in writing to
be bound, with respect to the transferred Securities, by the provisions hereof and of the
applicable Transaction Documents that apply to the “Subscribers.” Notwithstanding anything to the
contrary herein, Securities may be pledged to any Person in connection with a bona fide margin
account or other loan or financing arrangement secured by such Securities.



6.6 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person, except that each
Indemnitee is an intended third party beneficiary of Section 4.5 and may enforce the
provisions of such Sections directly against the parties with obligations thereunder.



6.7 Governing Law; Venue; Waiver of Jury Trial. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York (except
for matters governed by corporate law in the State of Delaware), without regard to the principles
of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this agreement
(whether brought against a party hereto or its respective affiliates, directors, officers,
stockholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York, Borough of Manhattan. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New
York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the
enforcement of this Agreement). Each party hereto hereby irrevocably waives personal service of
process and consents to process being served in any such Proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



6.8 Survival. The representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery and/or exercise of the Securities, as
applicable.



6.9 Execution. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) filed of an executed signature page, such signature page shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such signature page were an original thereof.



6.10 Severability. If any provision of this Agreement is prohibited by law
or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the
provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to
apply to the broadest extent that it would be valid and enforceable, and the invalidity or
unenforceability of such provision shall not affect the validity of the remaining provisions of
this Agreement.



6.11 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the Transaction Documents,
whenever any Subscriber exercises a right, election, demand or option under a Transaction Document
and the Company does not timely perform its related obligations within the periods therein
provided, then such Subscriber may rescind or withdraw, in its sole discretion from time to time
upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights.



6.12 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the Subscribers and the
Company will be entitled to specific performance under the Transaction Documents. Any Person
having any rights under any provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by reason of any breach
of any provision of this Agreement and to exercise all other rights granted by law. Furthermore,
the Company recognizes that in the event that it fails to perform, observe, or discharge any or all
of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate
relief to the Subscribers. The Company therefore agrees that the Subscribers shall be entitled to
seek specific performance and/or temporary, preliminary and permanent injunctive or other equitable
relief from any court of competent jurisdiction in any such case without the necessity of proving
actual damages and without posting a bond or other security.



6.13 Payment Set Aside. To the extent that the Company makes a payment or
payments to any Subscriber hereunder or pursuant to any of the other Transaction Documents or any
Subscriber enforces or exercises its rights hereunder or thereunder, and such payment or payments
or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company or any Subsidiary by a trustee,
receiver or any other person under any law (including, without limitation, any bankruptcy law,
state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such enforcement or
setoff had not occurred.



6.14 Further Assurances. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGES FOLLOW]





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IN WITNESS WHEREOF, each Subscriber and the Company have caused their respective signature
page to this Agreement to be duly executed as of the date first written above.



	 
	COMPANY:

	METALICO, INC.

By       /s/ Carlos E. Aguero     

	 

	Name: Carlos E. Aguero

Title: President







IN WITNESS WHEREOF, each Subscriber and the Company have caused their respective signature
page to this Agreement to be duly executed as of the date first written above.



	 
	TPG SPECIALTY LENDING, INC.







	 
	By:       /s/ Michael

Fishman

	 

	Name: Michael Fishman

Title: CEO







SCHEDULE OF SUBSCRIBERS




	 	 	 	 	 	 	 	 	 
	(1)	 	(2)	 	(3)	 	(4)
	Subscriber
	 	Address and Facsimile Number
	 	Number of

Warrant Shares
	 	Legal Representative’s

Address and Facsimile Number

	TPG Specialty Lending, Inc.
	 	301 Commerce Street, Suite 3300

Fort Woth, Texas 76102

Attention: Legal and

Compliance Department

Facsimile: (415) 486-5954

E-mail: documents@tpg.com
	 	 	3,810,146	 	 	Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: Frederic Ragucci, Esq. &

Robert Goldstein, Esq.

Facsimile: (212) 593-5955

Telephone: (212) 756-2000

Email: frederic.ragucci@srz.com

robert.goldstein@srz.com








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