Common use of Compliance with Securities Act Clause in Contracts

Compliance with Securities Act. The Holder of this Warrant Certificate, by acceptance hereof, agrees that the Warrants and the shares of Common Stock to be issued upon exercise thereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants or any shares of Common Stock to be issued upon exercise thereof except under circumstances which will not result in a violation of the Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants (unless registered under the Act) shall be stamped or imprinted with a legend substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Shares to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock Shares to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE, TRANSFER OR ANY APPLICABLE STATE SECURITIES LAWS, AND OTHER DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY'S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants and this Warrant, the shares of Preferred Stock to be issued upon exercise hereof and the Common Stock to be issued upon exercise thereof conversion of such Preferred Stock are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Preferred Stock to be issued upon exercise thereof hereof (or Common Stock issued upon conversion of the Preferred Stock) except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Preferred Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants and this Warrant, the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder of this Warrant Certificate, by acceptance hereof, agrees that the Warrants and the shares of Common Stock Shares are not required to be issued upon exercise thereof are being acquired for investment hereby and that it will not offer, sell or otherwise dispose of the Warrants or any shares so issued may not be transferred except (i) pursuant to an effective registration statement under the Securities Act of Common Stock 1933 (the "Act") or (ii) upon first furnishing to be issued upon exercise thereof except under circumstances which will the Company an opinion satisfactory to the Company that such issuance is not result in a violation of the Act. Upon exercise registration requirements of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution Act or resaleapplicable state securities laws. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants (unless registered under the Act) shall be stamped or imprinted with a legend substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE ARE NOT REQUIRED TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR AND ANY APPLICABLE STATE SECURITIES LAWS, AND SHARES SO ISSUED MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR (ii) IN A TRANSACTION WHICH UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH ISSUANCE OR TRANSFER IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereof, agrees that the Warrants Warrants, and the shares of Common Stock to be issued upon exercise thereof of the Warrants, are being acquired for investment and that it such Warrant Holder will not offer, sell or otherwise dispose of the Warrants Warrants, or any shares of Common Stock to be issued upon exercise thereof of the Warrants except under circumstances which will not result in a violation of the ActSecurities Act or any applicable state securities laws. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate The Warrants and all shares of Common Stock issued upon exercise of the Warrants (unless registered under the ActSecurities Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND LAW. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SAID ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY AND APPLICABLE STATE SECURITIES LAWLAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED TO EFFECTUATE SUCH TRANSACTION."

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon on exercise thereof hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or and imprinted with a legend substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), OR ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (ii1) IN A TRANSACTION WHICH REGISTRATION UNDER SUCH LAWS IS NOT IN VIOLATION REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF UNDER THE ACT OR ANY AND THE APPLICABLE STATE SECURITIES LAWLAWS IS NOT REQUIRED."

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by ------------------------------ acceptance hereof, agrees that the Warrants and this Warrant, the shares of Common Preferred Stock to be issued upon exercise thereof hereof and the Conversion Shares are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants or this Warrant, any shares of Common Preferred Stock to be issued upon exercise thereof hereof, or any Conversion Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE, TRANSFER OR ANY APPLICABLE STATE SECURITIES LAWS, AND OTHER DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR RELATED THERETO, (ii) IN A TRANSACTION WHICH AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT IN VIOLATION REQUIRED OR (iii) RECEIPT OF OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWIS NOT REQUIRED.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise thereof hereof are being acquired for investment and that it will not offer, sell sell, or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws. Upon exercise of the Warrants, the The Holder hereof shall, if requested by the Company, confirm in writing agrees that the shares of Common Stock so purchased are being acquired for investment Company is under no obligation to register the Warrants and the Warrant Shares, and Xxxxxx acknowledges that the Company does not with intend to cause such a view toward distribution or resaleregistration. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants (unless registered under the Act) Warrant Shares shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED OR THE "ACT") SECURITIES OR BLUE SKY LAWS OF ANY APPLICABLE STATE SECURITIES LAWS, AND STATE. THEY MAY NOT BE TRANSFERRED EXCEPT (i) 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, OR UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION RULE 144 OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWSUCH ACT.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant, and the shares of Common Preferred Stock to be issued upon exercise thereof hereof (and Common Stock issuable upon conversion thereof), are being acquired for investment purposes only and that it such Holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Preferred Stock to be issued upon exercise thereof (and Common Stock issuable upon conversion thereof), hereof except under circumstances which will not result in a violation of the 1933 Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Preferred Stock issued upon exercise of the Warrants this Warrant (and Common Stock issuable upon conversion thereof) (in each case, unless registered under the Act0000 Xxx) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ). NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT RELATED THERETO OR (ii) IN A TRANSACTION WHICH AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT IN VIOLATION OF REQUIRED, EXCEPT THAT NO SUCH OPINION SHALL BE REQUIRED IF SUCH SALE IS PURSUANT TO RULE 144 PROMULGATED UNDER THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWACT.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it such Holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND "THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (i) PURSUANT TO AN EFFECTIVE (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SUCH ACT OR (ii2) IN A TRANSACTION WHICH IS NOT IN VIOLATION AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE DISPOSITION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWSUCH SECURITIES."

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant, and the shares of Common Preferred Stock to be issued upon exercise thereof hereof, are being acquired for investment purposes only and that it such Holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Preferred Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Preferred Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ). NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE EFFFECTIVE REGISTRATION STATEMENT UNDER THE ACT RELATED THERETO OR (ii) IN A TRANSACTION WHICH AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT IN VIOLATION OF REQUIRED, EXEPT THAT NO SUCH OPINION SHALL BE REQUIRED IF SUCH SALE IS PURSUANT TO RULE 144 PROMULGATED UNDER THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWACT.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants and this Warrant, the shares of Preferred Stock to be issued upon exercise hereof and the Common Stock to be issued upon exercise thereof conversion of such Preferred Stock are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Preferred Stock to be issued upon exercise thereof hereof (or Common Stock issued upon conversion of the Preferred Stock) except under circumstances which will not result in a violation of the Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Preferred Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED WITH OUT (I) OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR (II) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, EXCEPT THAT NO SUCH OPINION SHALL BE REQUIRED IF SUCH SALE IS PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWACT.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon on exercise thereof hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants (unless registered under the Act) this Warrant shall be stamped or and imprinted with a legend substantially in the following form, unless sold pursuant to an effective registration statement: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), OR ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE TRANSFERRED EXCEPT OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND SUCH LAWS OR REGISTRATION UNDER THE ACT AND SUCH LAWS IS NOT REQUIRED." The foregoing legend shall be removed from the certificates representing the Warrant and any shares of Common Stock issued upon exercise of the Warrant, at the request of the holder thereof, at such time as (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR they are sold pursuant to an effective registration statement, (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWthey become eligible for resale pursuant to Rule 144(k) or another provision of Rule 144 of the Act pursuant to which all or a portion of the Shares could be sold in a single transaction or (iii) an opinion of counsel is obtained to the effect that the proposed transfer is exempt from the Act.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise thereof hereof are being acquired for investment and that it will not offer, sell sell, or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws. Upon exercise of the Warrants, the The Holder hereof shall, if requested by the Company, confirm in writing agrees that the shares of Common Stock so purchased are being acquired for investment Company is under no obligation to register the Warrants and not with the Warrant Shares, and Holder acknowledges that the Company xxxx xot intend to cause such a view toward distribution or resaleregistration. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants (unless registered under the Act) Warrant Shares shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED OR THE "ACT") SECURITIES OR BLUE SKY LAWS OF ANY APPLICABLE STATE SECURITIES LAWS, AND STATE. THEY MAY NOT BE TRANSFERRED EXCEPT (i) 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, OR UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION RULE 144 OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWSUCH ACT.

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereof, agrees that the Warrants this Warrant, and the shares of Common Stock to be issued Shares issuable upon exercise thereof of this Warrant, are being acquired for investment and that it such Holder will not offer, sell or otherwise dispose of the Warrants this Warrant, or any shares of Common Stock to be issued Shares issuable upon exercise thereof of this Warrant, except under circumstances which will not result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution ") or resaleany other applicable state securities laws. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the ActSecurities Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially in the following form: "THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") 1933. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR ANY APPLICABLE STATE SECURITIES LAWSRESALE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE UNITED STATES SECURITIES ACT OR (ii) IN A TRANSACTION WHICH OF 1933 UNLESS THERE IS NOT IN VIOLATION AVAILABLE TO THE TRANSFEROR AN EXEMPTION FROM SUCH REGISTRATION. THE COMPANY MAY REQUEST AN OPINION OF COUNSEL AS TO THE REGISTRATION REQUIREMENTS AVAILABILITY OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWSUCH EXEMPTION."

Compliance with Securities Act. The Holder DISPOSITION OF WARRANT OR SHARES OF COMMON STOCK. Subject to the provisions of this SECTION 6, this Warrant Certificatemay be assigned or transferred in whole or in part by the holder hereof. The holder of this Warrant, by acceptance hereof, agrees that the Warrants this Warrant, and the shares of Common Stock Shares to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant, or any shares of Common Stock Shares to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants"), the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resaleany state securities laws. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND "THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND . NO SALE OR DISPOSITION MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT RELATED THERETO OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIREMENTS". The holder understands that the Company is under no obligation to register the Shares to be issued upon exercise of this Warrant.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant, and the shares of Common Stock Shares to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant, or any shares of Common Stock to be issued upon exercise thereof Shares except under circumstances which will not result in a violation of the ActSecurities Act of 1933, as amended (the "ACT") or any applicable state securities laws. Upon exercise of this Warrant, unless the WarrantsShares being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is available, the Holder holder hereof shall, if requested by the Company, shall confirm in writing that the shares of Common Stock Shares so purchased are being acquired for investment and not with a view toward distribution or resaleresale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the ActAct and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND SALE OR DISPOSITION MAY BE EFFECTED WITHOUT ONE OF THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT FOLLOWING (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR RELATED THERETO, (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.COMPANY, THAT SUCH

Compliance with Securities Act. The Holder of this Warrant Certificate, by By acceptance hereof, Holder agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it it/he/she will not offer, sell or otherwise dispose of this Warrant or the Warrants or any shares of Common Stock to be issued upon exercise thereof Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). Upon In the absence of registration of the Shares (including but not limited to registration pursuant to the Subscription Agreement under which the Warrant was purchased from the Company), upon exercise of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, shall confirm in writing writing, in the form attached hereto as Exhibit B, that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate In addition, Holder shall provide such additional information regarding Holder's financial and all investment background as the Company may reasonably request. All shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") ). NO SALE OR ANY DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND WITHOUT REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT (i) IF ANY, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWEXEMPTIONS THEREFROM."

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof Warrant Shares are being acquired for investment and that it he will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). Upon exercise of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, shall confirm in writing writing, in a form of Attachment B, that the shares of Common Stock Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. In addition, the Holder shall provide such additional information regarding such Holder's financial and investment background as the Company may reasonably request. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants Warrant Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, PRIOR WRITTEN CONSENT OF THE COMPANY AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER RELATED THERETO OR AN OPINION OF COUNSEL FOR THE ACT OR (ii) IN A TRANSACTION WHICH HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.REQUIRED UNDER THE

Compliance with Securities Act. The Holder of this Warrant CertificateQuantum, by acceptance ------------------------------ hereof, agrees that this Warrant, the Warrants Shares to be issued upon exercise hereof and the shares of Common Stock to be issued upon exercise thereof conversion of such Shares are being acquired for investment and that it Quantum will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock Shares to be issued upon exercise thereof hereof (or Common Stock issued upon conversion of such Shares) except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1935, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL IN FORM REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT AN APPLICABLE EXEMPTION IS AVAILABLE, OR (iii) RECEIPT OF A NO- ACTION LETTER FROM SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance ------------------------------ hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof Warrant Shares are being acquired for investment and that it he will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Act. Act Upon exercise of the Warrants, this Warrant; the Holder hereof shall, if requested by the Company, shall confirm in writing writing, in a form of Attachment B, that the shares of Common Stock Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. In addition, the Holder shall provide such additional information regarding such Holder's financial and investment background as the Company may reasonably request. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants Warrant Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, PRIOR WRITTEN CONSENT OF THE COMPANY AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR TEE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (ii) IN RECEIPT OF A TRANSACTION WHICH IS NOT IN VIOLATION OF NO- ACTION LETTER FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWAND EXCHANGE COMMISSION."

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by ------------------------------ acceptance hereof, agrees that the Warrants and this Warrant, the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants or this Warrant, any shares of Common Stock to be issued upon exercise thereof hereof, except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE, TRANSFER OR ANY APPLICABLE STATE SECURITIES LAWS, AND OTHER DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR RELATED THERETO, (ii) IN A TRANSACTION WHICH AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT IN VIOLATION REQUIRED OR (iii) RECEIPT OF OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWIS NOT REQUIRED.

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereof, agrees that the Warrants Warrants, and the shares of Common Stock securities to be issued upon exercise thereof of the Warrants, are being acquired for investment and that it such Warrant Holder will not offer, sell or otherwise dispose of the Warrants or any shares of Common Stock securities to be issued upon exercise thereof of the Warrants except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate The Warrants and all shares of Common Stock securities issued upon exercise of the Warrants (unless registered under under) the ActSecurities Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, LAW AND MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (i) PURSUANT TO IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SAID ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY AND APPLICABLE STATE SECURITIES LAW.LAWS OR UNLESS

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Shares to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock Shares to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Shares to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock Shares to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (THE "ACT"I) OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance ------------------------------ hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof Warrant Shares are being acquired for investment and that it he will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Act. Upon exercise of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, shall confirm in writing writing, in a form of Attachment B, that the shares of Common Stock Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. In addition, the Holder shall provide such additional information regarding such Holder's financial and investment background as the Company may reasonably request. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants Warrant Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, PRIOR WRITTEN CONSENT OF THE COMPANY AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (ii) IN RECEIPT OF A TRANSACTION WHICH IS NOT IN VIOLATION OF NO-ACTION LETTER FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWAND EXCHANGE COMMISSION."

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance ------------------------------ hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof Warrant Shares are being acquired for investment and that it he will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). Upon exercise --- of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, shall confirm in writing writing, in a form of Attachment B, that the shares of Common Stock Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. In addition, the Holder shall provide such additional information regarding such Holder's financial and investment background as the Company may reasonably request. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants Warrant Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, LAW. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (ii) IN RECEIPT OF A TRANSACTION WHICH IS NOT IN VIOLATION OF NO-ACTION LETTER FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWAND EXCHANGE COMMISSION."

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Shares to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock Shares to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereof, ------------------------------- agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof Warrant Shares are being acquired for investment and that it he will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Act. Upon exercise of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, shall confirm in writing writing, in a form of Attachment B, that the shares of Common Stock Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. In addition, the Holder shall provide such additional information regarding such Holder's financial and investment background as the Company may reasonably request. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants Warrant Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, PRIOR WRITTEN CONSENT OF THE COMPANY AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (ii) IN RECEIPT OF A TRANSACTION WHICH IS NOT IN VIOLATION OF NO-ACTION LETTER FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWAND EXCHANGE COMMISSION."

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant, and the shares of Common Preferred Stock to be issued upon exercise thereof hereof, are being acquired for investment purposes only and that it such Holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Preferred Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Preferred Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ). NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT RELATED THERETO OR (ii) IN A TRANSACTION WHICH AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT IN VIOLATION OF REQUIRED, EXCEPT THAT NO SUCH OPINION SHALL BE REQUIRED IF SUCH SALE IS PURSUANT TO RULE 144 PROMULGATED UNDER THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWACT.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Shares to be issued upon exercise thereof hereof are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock Shares to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws. Upon exercise of this Warrant, unless the WarrantsShares being acquired are registered under the Act and any applicable state securities laws or an exemption from such registration is available, the Holder holder hereof shallshall confirm in writing, if requested by in a form reasonably satisfactory to the Company, confirm in writing that the shares of Common Stock Shares so purchased are being acquired for investment and not with a view toward distribution or resaleresale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the ActAct and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND "THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND . NO SALE OR DISPOSITION MAY NOT BE TRANSFERRED EXCEPT AFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR RELATED THERETO, (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION AN OPINION OF COUNSEL FOR THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW.HOLDER, REASONABLY

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants and this Warrant, the shares of Preferred Stock to be issued upon exercise hereof and the Common Stock to be issued upon exercise thereof conversion of such Preferred Stock are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Preferred Stock to be issued upon exercise thereof hereof (or Common Stock issued upon conversion of the Preferred Stock) except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Preferred Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY' THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock AR-CombiMatrix stock to be issued upon on exercise thereof hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock AR-CombiMatrix stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Stock AR-CombiMatrix stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or and imprinted with a legend substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), OR ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (ii1) IN A TRANSACTION WHICH REGISTRATION UNDER SUCH LAWS IS NOT IN VIOLATION REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF UNDER THE ACT OR ANY AND THE APPLICABLE STATE SECURITIES LAWLAWS IS NOT REQUIRED."

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Class A Common Stock to be issued upon on exercise thereof hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Class A Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Class A Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or and imprinted with a legend substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), OR ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (ii1) IN A TRANSACTION WHICH REGISTRATION UNDER SUCH LAWS IS NOT IN VIOLATION REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF UNDER THE ACT OR ANY AND THE APPLICABLE STATE SECURITIES LAWLAWS IS NOT REQUIRED."

Compliance with Securities Act. The Holder of this Warrant Certificate, by By acceptance hereof, the Holder agrees that the Warrants this Note and the shares of Common Stock Shares to be issued upon exercise thereof Conversion are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Note or any shares of Common Stock Shares to be issued upon exercise thereof Conversion except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the “Act”). Upon exercise In the absence of registration of the WarrantsSecurities issuable upon Conversion, the Holder hereof shallshall execute a subscription agreement provided by Borrower, if requested by the Companywhich, confirm in writing among other things, confirms that the shares of Common Stock so purchased Shares are being acquired for investment and not with a view toward distribution to resale or resaledistribution. This Warrant Certificate and all shares of Common Stock All Shares issued upon exercise of the Warrants this Note (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "“ACT") ”). NO SALE OR ANY DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY AND WITHOUT REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED EXCEPT (i) IF ANY, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWEXEMPTIONS THEREFROM.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise thereof hereof are being acquired for investment and that it will not offer, sell sell, or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws. Upon exercise of the Warrants, the The Holder hereof shall, if requested by the Company, confirm in writing agrees that the shares of Common Stock so purchased are being acquired for investment Company is under no obligation to register the Warrants and the Warrant Shares, and Xxxxxx acknowledges that the Company does not with intend to cause such a view toward distribution or resaleregistration. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants (unless registered under the Act) Warrant Shares shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED OR THE "ACT") SECURITIES OR BLUE SKY LAWS OF ANY APPLICABLE STATE SECURITIES LAWS, AND STATE. THEY MAY NOT BE TRANSFERRED EXCEPT (i) 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 REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION RULE 144 OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWSUCH ACT.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock Shares to be issued upon exercise thereof of this Warrant are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued Shares purchasable upon exercise thereof of this Warrant except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrantsthis Warrant, the Holder holder hereof shall, if requested by the Company, shall confirm in writing writing, in a form of Exhibit B, that the shares of Common Stock securities so purchased are being acquired for investment and not with a view toward distribution or resale. In addition, the holder shall provide such additional information regarding such holder's financial and investment background as the Company may reasonably request. This Warrant Certificate and all shares of Common Stock Shares issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, PRIOR WRITTEN CONSENT OF THE COMPANY AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER RELATED THERETO OR AN OPINION OF COUNSEL FOR THE ACT OR (ii) IN A TRANSACTION WHICH HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED UNDER SUCH ACT. By accepting this Warrant, the holder makes the representations and warranties set forth on Exhibit C attached hereto.

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants and this Warrant, the shares of Preferred Stock to be issued upon exercise hereof and the Common Stock to be issued upon exercise thereof conversion of such Preferred Stock are being acquired for investment and that it such holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Preferred Stock to be issued upon exercise thereof hereof (or Common Stock issued upon conversion of the Preferred Stock) except under circumstances which will not result in a violation of the Act. Upon exercise Securities Act of 1933, as amended (the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"Acts). This Warrant Certificate and all shares of Common Preferred Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT EFFECTED WITHOUT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWREQUIRED.

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by ------------------------------ acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it such Holder will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially in the following form: THIS WARRANT AND "THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (i) PURSUANT TO AN EFFECTIVE (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SUCH ACT OR (ii2) IN A TRANSACTION WHICH IS NOT IN VIOLATION AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE DISPOSITION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWSUCH SECURITIES."

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereofof this Warrant, represents, warrants, covenants and agrees that the Warrants that: (a) This Warrant and the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. "). (b) Holder is "accredited investor" as defined in Rule 501(a) under the Act. (c) Upon exercise of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, confirm in writing writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all . (d) All shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAW1933, AS AMENDED."

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereofof this Warrant, represents, warrants, covenants and agrees that the Warrants that: (a) This Warrant and the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. "). (b) Holder is an "accredited investor" as defined in Rule 501(a) under the Act. (c) Upon exercise of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, confirm in writing writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all . (d) All shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933, AS AMENDED. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR OF 1933, AS AMENDED (ii) WHICH REQUIREMENT MAY BE WAIVED BY ADVANCED SWITCHING COMMUNICATIONS, INC. IN A TRANSACTION WHICH IS NOT IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWITS SOLE DISCRETION)."

Compliance with Securities Act. The Holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon on exercise thereof hereof are being acquired for investment and that it will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act. Upon exercise of the Warrants, the Holder hereof shall, if requested by the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale"). This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or and imprinted with a legend substantially in the following form: "THIS WARRANT SECURITY AND THE ANY SHARES ISSUABLE ISSUED UPON EXERCISE OF THIS WARRANT SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") ), OR ANY APPLICABLE STATE SECURITIES LAWS, LAWS AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE DISPOSED OF UNLESS THE APPLICABLE SECURITY HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (ii1) IN A TRANSACTION WHICH REGISTRATION UNDER SUCH LAWS IS NOT IN VIOLATION REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED UPON REQUEST BY THE COMPANY TO THE EFFECT THAT REGISTRATION REQUIREMENTS OF UNDER THE ACT OR ANY AND THE APPLICABLE STATE SECURITIES LAWLAWS IS NOT REQUIRED."

Compliance with Securities Act. The Holder of this Warrant CertificateHolder, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof Warrant Shares are being acquired for investment and that it he will not offer, sell or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof Warrant Shares except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). Upon exercise of the Warrantsthis Warrant, the Holder hereof shall, if requested by the Company, shall confirm in writing writing, in a form of Attachment B, that the shares of Common Stock Warrant Shares so purchased are being acquired for investment and not with a view toward distribution or resale. In addition, the Holder shall provide such additional information regarding such Holder's financial and investment background as the Company may reasonably request. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants Warrant Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (1933. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, PRIOR WRITTEN CONSENT OF THE COMPANY AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (ii) IN RECEIPT OF A TRANSACTION WHICH IS NOT IN VIOLATION OF NO-ACTION LETTER FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWAND EXCHANGE COMMISSION."

Compliance with Securities Act. The Holder holder of this Warrant CertificateWarrant, by acceptance hereof, agrees that the Warrants this Warrant and the shares of Common Stock to be issued upon exercise thereof hereof are being acquired for investment and that it he will not offer, sell sell, or otherwise dispose of the Warrants this Warrant or any shares of Common Stock to be issued upon exercise thereof hereof except under circumstances which will not result in a violation of the Securities Act of 1933, as amended (the "Act"). Upon exercise of the Warrantsthis Warrant, the Holder holder hereof shallshall confirm in writing, if requested by in a form reasonably satisfactory to the Company, confirm in writing that the shares of Common Stock so purchased are being acquired for investment and not with a view toward distribution or resale. This Warrant Certificate and all shares of Common Stock issued upon exercise of the Warrants this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially in the following form: "THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") 1933. NO SALE OR ANY APPLICABLE STATE SECURITIES LAWS, AND DISPOSITION MAY NOT BE TRANSFERRED EFFECTED EXCEPT (i) PURSUANT TO RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR (ii) IN RECEIPT OF A TRANSACTION WHICH IS NOT IN VIOLATION OF NO-ACTION LETTER FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES LAWAND EXCHANGE COMMISSION."