Termination of Warrants. At Closing, one-half (½) of the warrants originally issued to the Stockholders on the Original Issue Date in connection with the issuance of the Series A Preferred (“Cancelled Warrants”), entitling such Stockholders to purchase an aggregate of up to 1.7 million shares of Common Stock, shall be cancelled and be of no further force and effect. In the event additional Series A Preferred are converted into Series A-1 Preferred per the terms of the Series A-1 Certificate, that number of additional warrants equal to the percentage of Series A Preferred converted into Series A-1 Preferred shall be cancelled and be of no further force and effect, and shall constitute additional Cancelled Warrants hereunder.

Form of Warrants. Irrespective of any adjustments in the Exercise Ratio or the number or kind of shares purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement.

Ownership of Warrants. Such Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Warrants set forth on the signature page hereto free and clear of all rights and Liens (as defined below). Such Holder has full power and authority to transfer and dispose of the Warrants to the Company free and clear of any right or Lien. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right, of any Person to acquire all or any part of the Warrants or any shares of Common Stock issuable upon exercise the Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Exercise of Warrants. At any time, the Collateral Manager may, subject to [Section 10.2(d)], direct the Trustee to apply Interest Proceeds (but not Principal Proceeds) to make any payments required in connection with a workout or restructuring of a Collateral Obligation or exercise an option, warrant, right of conversion or similar right in connection with a workout or restructuring of a Collateral Obligation; provided, that the Issuer will not exercise any warrant or other similar right received in connection with a workout or a restructuring of a Collateral Obligation that requires a payment that results in receipt of an Equity Security unless # the Collateral Manager (on the Issuer’s behalf) certifies to the Trustee that # exercising the warrant or other similar right is necessary for the Issuer to realize the value of the workout or restructuring and # any Equity Security received as a result will be sold prior to receipt by the Issuer or, if such sale or other disposition is prohibited by applicable law or an applicable contractual restriction in the related Underlying Documents, the Issuer (or the Collateral Manager on the Issuer’s behalf) will sell such Equity Security as soon as practicable after such sale or disposition is permitted by applicable law and not prohibited by such contractual restriction and # the Collateral Manager has determined (based on advice from counsel) that such Equity Security has been “received in lieu of debt previously contracted” for purposes of the Volcker Rule or that such Equity Security is a “loan” (not a “security”) for purposes of the loan securitization exclusion under the Volcker Rule, in which case, such Equity Security may be received by the Issuer and the Collateral Manager will use commercially reasonable efforts to effect the sale of such Equity Security within three years after receipt; provided, further that, with respect to any such exercise, the Issuer shall only apply Interest Proceeds (including Contributions treated as Interest Proceeds) in excess of the amount of Interest Proceeds required # to pay interest due and payable on the Secured Notes on the next succeeding Payment Date and # to cure any Coverage Test failure continuing at such time. For the avoidance of doubt, any sale or other disposition described in [clause (i) or (ii) above] may be to ORCC or otherwise.

Registry of Warrants. The Company shall maintain a registry showing the name and address of the registered holder of this Warrant. Holder’s initial address, for purposes of such registry, is set forth below Holder’s signature on this Warrant. Holder may change such address by giving written notice of such changed address to the Company.

Repricing of Warrants. Effective upon the Closing Date, the Company shall cause the exercise price under certain of the 2016 Warrants previously issued under the 2016 SPA to be adjusted down to a new exercise price equal to the Conversion Price from the current exercise price of $1.15. In order to reduce 100% of their existing 2016 Warrants to the Conversion Price, a Purchaser is required to purchase the lower of $200,000 or 50% of their original invested amount under the 2016 SPA. If the Purchaser invests less than $200,000 or 50% of the amount invested under the 2016 SPA, the percentage of 2016 Warrants whose conversion price is adjusted would be reduced ratably based on the lower invested amount. For clarity, a Purchaser who invested $1,000,000 under the 2016 SPA would be required to invest at least $200,000 under this Agreement in order to have 100% of such Purchaser’s existing 2016 Warrants exercise price being reduced to the new Conversion Price. If the same Purchaser invested $150,000 under this Agreement, 75% of his or her 2016 Warrants would be reduced to the new Conversion Price and the remaining Warrants would be unaffected. After Closing the Company shall provide each Purchaser with confirmation of the resulting adjustments and shall issue replacement warrants, or an amendment to the existing warrants, to reflect such adjustments.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the Issuance Date and terminating at 5:00 P.M., Eastern time, on the five year anniversary of the Issuance Date (the “Expiration Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.

Lost Warrants or Share Certificates. The Company covenants to the holder hereof that, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

Lost, Stolen or Destroyed Warrants. The Warrant Agent shall issue replacement Warrants in a form mutually agreed to by the Warrant Agent and the Company for those certificates alleged to have been lost, stolen or destroyed, upon receipt by the Warrant Agent of an open penalty surety bond satisfactory to it and holding it and the Company harmless, absent notice to the Warrant Agent that such certificates have been acquired by a bona fide purchaser. The Warrant Agent may, at its option, issue replacement Warrants for mutilated certificates upon presentation thereof without such indemnity.

Exchange. Palogic hereby agrees to # transfer 100,000 shares of SOHOB, 85,000 shares of SOHOO and 35,000 shares of SOHON (the “Palogic Shares”) to the Company in exchange for 1,542,727 shares of Common Stock of the Company (the “Company Shares”), as determined in accordance with [Schedule A] attached hereto and incorporated herein by reference and # waive any and all rights it may have to receipt of declared and unpaid dividends and any accrued and unpaid dividends payable in respect of the Palogic Shares. The transfer of the Palogic Shares to the Company and the waiver of Palogic’s interest in the dividends and the issuance of the Company Shares to Palogic is referred to as the “Exchange” and such Exchange shall occur on the Closing Date (as defined herein), as set forth in [Section 2] of this Agreement. The parties agree and acknowledge that the foregoing economic terms of the Exchange were determined based upon arm’s-length negotiations, and that no additional consideration, financial or otherwise, is or will be provided by either party in consideration of the Exchange of the Palogic Shares and Company Shares described herein.