Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 2.1 or 2.2 above, the Company shall deliver to Holder a certificate, which may be in electronic form (or, in the case of uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired (or surrendered in payment of the aggregate Exercise Price).

Loss, Theft, Destruction, or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

Procedure for Exercise of Warrant Shares. The Warrant Shares are exercisable in the following amounts and at the following exercise prices: # 500,000 shares at fifty cents ($0.50) per Warrant Share; # 250,000 shares at seventy-five cents ($0.75) per Warrant Share; and # 250,000 shares at one dollar ($1.00) per Warrant Share. (each a respective “Exercise Price”). Upon surrender of a Warrant Certificate with the attached form of Election to Purchase Warrant Shares fully completed and duly executed, together with payment of the Exercise Price for the Warrant Shares purchased, at the Company's principal offices at [[Address A:Address]], Warrant Holder shall be entitled to receive a restricted stock certificate or certificates for the Warrant Shares so purchased. The purchase rights represented by the Warrant Certificates are exercisable at the option of Warrant Holder, in whole or in part. Upon the exercise of less than all of the Warrants evidenced by a Warrant Certificate, Company shall forthwith issue to Warrant Holder a new warrant certificate (“Adjusted Warrant Certificate”) representing the number of the remaining unexercised Warrant Shares.

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

Certificate. The Certificate, a copy of which is attached hereto as Exhibit “1” and incorporated herein by reference, is hereby ratified by RealBiz as a legally binding and enforceable contract with [[Organization A:Organization]] concerning [[Organization A:Organization]]’s preferred rights therein, as amended pursuant to Section 2(g) hereof, and RealBiz acknowledges and agrees to be bound by the terms therein, as amended herein.

Certificate. If the [[Organization B:Organization]] claims any additional amounts pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, it shall provide to the [[Organization A:Organization]] a certificate setting forth such additional amounts payable pursuant to Section 3.06, [Section 3.07] or Section 3.09, as the case may be, and a reasonable explanation of such amounts which are due (provided that, without limiting the requirement that reasonable detail be furnished, nothing herein shall require the [[Organization B:Organization]] to disclose confidential information relating to the organization of its affairs). Such certificate shall be conclusive, absent manifest error, that such amounts are due and owing.

Certificate. The EnTrust Contributor shall have delivered to the Permal Contributor a certificate of the EnTrust Contributor, executed by an executive officer of the EnTrust Contributor, stating that the conditions set forth in Sections 8.2(a), (b), (c) and (d) have been completed.

Certificate. The [[Administrative Agent:Organization]] shall have received a certificate of each [[Loan Party:Organization]] dated as of the Third Amendment Effective Date (in sufficient copies for each [[Organization A:Organization]]) executed by a Responsible Officer of such [[Loan Party:Organization]] # certifying and attaching the resolutions adopted by such [[Loan Party:Organization]] approving or consenting to the Revolving Facility Increase, the Revolving Facility Extension and this Amendment, # in the case of the ​, certifying that, before and after giving effect to the Revolving Facility Increase, # the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are # with respect to representations and warranties that contain a materiality qualification, true and correct (subject to the materiality qualifications set forth therein) on and as of the Third Amendment Effective Date and # with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects on and as of the Third Amendment Effective Date, and the representations and warranties contained in subsections [(a) and (b) of Section 5.05] of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of [Section 6.01] of the Credit Agreement, and # no Default or Event of Default exists and # attaching evidence of the good standing, existence or its equivalent of such [[Loan Party:Organization]].

Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in issuance of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares issued hereunder in an amount equal to the applicable number of Warrant Shares issued. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent together with the Exercise Notice, the “Exercise Delivery Documents”), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to such exercise (or deliver such Common Shares in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to issue the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.