Common use of Compliance with Securities Laws Clause in Contracts

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges and agrees that this Warrant and the shares of Common Exercise Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investmentinvestment and not with a view towards distribution or resale thereof, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Exercise Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Exercise Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, investment and not with a view toward towards distribution or resaleresale in violation of the Act. (ii) All The Holder of this Warrant, by acceptance hereof, represents that such Holder is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D promulgated under the Act, as presently in effect. (iii) Any new issuance of a Warrant and all shares of Common Exercise Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities lawslaws or any other agreement between the Holder and the Company): THESE THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT EXEMPTION THEREFROM UNDER SUCH REGISTRATION IS NOT REQUIREDACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OR RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investmentinvestment and not with a view towards distribution or resale, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof Warrant Shares except under circumstances that will not result in a violation of the Securities Laws. The Holder represents and warrants that he understands and agrees that the Warrants and Warrant Shares are “restricted securities”, as defined in Rule 144 under the Securities Act of 1933, as amended, and are subject to a minimum holding period and other requirements that must be satisfied before and in connection with the sale of the Warrants or any applicable state the Warrant Shares into the public securities lawsmarket. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. If such Holder cannot make such representations because they would be factually incorrect, it shall be a condition to such Holder’s exercise of the Warrant that the Company receive such other representations as shall be reasonably necessary to assure the Company that the issuance of its securities upon exercise of the Warrant shall not violate the United States’ or any state securities laws. (ii) All The Company covenants and agrees that all Warrant Shares that may be issued upon exercise of this Warrant will, upon issuance and payment therefore, be legally and validly issued and outstanding, fully paid and nonassessable. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (iii) All Warrant Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS SECURITY UNDER SUCH SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER ANY AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder Optionee of this WarrantOption, by acceptance hereof, acknowledges that this Warrant Option and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s Optionee's own account and not as a nominee for any other party, and for investment, and that the Holder Optionee will not offer, sell or otherwise dispose of this Warrant Option or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this WarrantOption, the Holder Optionee shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s Optionee's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Option and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDThe Company may place an appropriate stop transfer order with the Company's transfer agent with respect to the shares of Common Stock represented by such certificates.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities 1933 Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued To the extent applicable, this Warrant and all Shares issuable upon the exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially subject to the following form (in addition to any legend other restrictions required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) Notwithstanding the foregoing, if not already done, as soon as practicable after the issuance of any of the Warrant Shares, the Company will cause such Shares to be registered pursuant to all applicable securities laws and listed on a nationally recognized exchange. At such time all applicable restrictions set forth herein shall be removed, and such Shares shall be held free and clear of any restrictions by virtue of this Warrant.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OR RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale except under circumstances that will not result in a violation of the Act or any state securities laws. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities lawslaw): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH REGISTRATION SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges Warrant represents and warrants that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock This Warrant and all Warrant Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or conversion thereof except an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all certificates representing shares of Common Warrant Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES form: THIS WARRANT AND THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY APPLICABLE STATE STATE. THESE SECURITIES LAWS. THEY ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT AND MAY NOT BE SOLD OR TRANSFERRED OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ABSENCE OF SUCH REGISTRATION ACT AND APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by By acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shallhereby represents, if requested by the Company, confirm in writing, in a form satisfactory to the Company, warrants and covenants that the shares any securities purchased upon exercise of Common Stock so purchased are being this Warrant or acquired solely upon conversion thereof shall be acquired for the Holder’s own account and not as a nominee for any other party, for investment, investment only and not with a view toward to, or for sale in connection with, any distribution or resale. thereof; that the Holder has had such opportunity as the Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; that the Holder is able to bear the economic risk of holding the Shares for an indefinite period; that the Holder understands that the Shares will not be registered under the Act (iiunless otherwise required pursuant to exercise by the Holder of the registration rights, if any, granted to the Holder) All shares and will be “restricted securities” within the meaning of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with Rule 144 promulgated under the Act; and that all stock certificates representing Shares may have affixed thereto a legend substantially in substantially the following form (in addition to any legend required by state securities laws): THESE form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THEY THE COMPANY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR REQUIRE AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED IN CONNECTION WITH SUCH TRANSFER.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, ; and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of This Warrant and all Common Stock issued upon exercise hereof or conversion thereof shall unless registered under the Securities Act must be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY WESTERN GOLDFIELDS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

Compliance with Securities Laws. (ia) The Holder agrees and acknowledges that none of these common shares acquired are, and may never be, registered under the Securities Act of 1933 or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state and federal securities laws. (b) The Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will shall not offer, sell or otherwise dispose of this Warrant Note. This Note and any Note issued in substitution or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely replacement there for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES form: THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON DEFAULT HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH REGISTRATION STATE SECURITIES LAWS. THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS NOT REQUIREDINDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

Compliance with Securities Laws. (i) The Holder 6.2.1 CASI of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s CASI's own account and not as a nominee for any other party, and for investment, and that the Holder CASI will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock the Shares to be issued upon exercise hereof or conversion thereof except under circumstances that 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, the Holder CASI shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s CASI's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock 6.2.2 The Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE CASI OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. 6.2.3 CASI represents and warrants to the Company that CASI is an "accredited investor" within the meaning of Regulation D of the Securities and Exchange Commission under the Act.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other partyparty (other than an affiliate thereof), and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other partyparty (other than an affiliate thereof), for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY AMENDED AND MAY NOT BE SOLD SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH REGISTRATION SECURITIES UNDER SAID ACT OR (ii) AN OPINION OF COMPANY COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (ia) The Holder agrees and acknowledges that none of these common shares acquired are, and may never be, registered under the Securities Act of 1933 or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state and federal securities laws. Additionally, the Holder may only sell a maximum amount of shares per month not to exceed the weekly average trading volume of Flint’s common stock in the prior month (b) The Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will shall not offer, sell or otherwise dispose of this Warrant Note. This Note and any Note issued in substitution or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely replacement there for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES form: THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH REGISTRATION IS NOT REQUIREDSTATE SECURITIES LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, hereof acknowledges that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i1) The Holder holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s holder's own account and not as a nominee for any other party, and for investment, and that the Holder holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii2) All shares of Common Stock The Warrant Shares and any other securities issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "ACT") OR WITH ANY SECURITIES COMMISSION UNDER APPLICABLE STATE SECURITIES LAWSOR BLUE SKY LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY SUCH SECURITIES MAY NOT BE SOLD OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR TRANSFERRED IN OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ABSENCE OF ACT COVERING SUCH REGISTRATION SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS NOT REQUIREDAND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT."

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof hereof, except under circumstances that will not result in a violation of the United States Securities Act of 1933, as amended (the "ACT"), or any applicable foreign or state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's, own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All shares of Common Stock issued upon exercise hereof or conversion thereof shall may be stamped or imprinted with a legend in substantially the following form legend (in addition to any legend required by the Act and the securities laws of any state securities laws): of the United States) as determined by counsel for the Company: THESE SECURITIES SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNDER THE ACT OR AN APPLICABLE STATE SECURITIES LAWS UNLESS DATAMETRICS CORPORATION (THE "COMPANY") HAS RECEIVED THE WRITTEN OPINION OF THE COMPANY'S COUNSEL OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT, AFTER INVESTIGATION OF THE RELEVANT FACTS, SUCH COUNSEL IS OF THE OPINION THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION IS NOT REQUIREDUNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock securities to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account for investment and not as a nominee for any other party, for investment, and not with a view toward the resale or distribution or resalethereof. (ii) All This Warrant and certificates representing any shares of Common Stock issued issuable upon exercise hereof or conversion thereof shall be stamped or imprinted with bear a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND LAWS. COPIES OF COUNSEL SATISFACTORY THE WARRANT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT ITS PRINCIPAL EXECUTIVE OFFICES.

Compliance with Securities Laws. (i) 3.1 The Holder of this WarrantWarrantholder, by acceptance hereof, acknowledges that this Warrant and the shares of any Common Stock to be issued upon exercise hereof (the "Securities") are being acquired solely for the Holder’s Warrantholder's own account and not as a nominee for any other party, and for investment, and that the Holder Warrantholder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof Securities except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder Warrantholder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s Warrantholder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof 3.2 This Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE form: "THIS WARRANT AND THE SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT AND SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT UNDER SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS."

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Series B Convertible Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Series B Convertible Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Series B Convertible Preferred Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, ; and not with a view toward distribution or resaleresale in violation of the Act. (ii) All The Holder of this Warrant, by acceptance hereof, represents and warrants to the Company that such Holder is an “accredited investor” as that term is defined in Regulation D promulgated under the Act and, either alone or with such advisers as it may select, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in this Warrant and the shares of Series B Convertible Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof. (iii) The Company did not offer this Warrant and the shares of Series B Convertible Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof to the Holder by any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or similar media or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any general solicitation or general advertising. (iv) The Holder acknowledges, and upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that it has received a copy of that certain Information Statement of the Company dated *[February 3, 2006] and reviewed and discussed the Company’s business, affairs and current prospects with such officers and others (including its purchaser representative, if applicable) as it has deemed appropriate or desirable in connection with the transactions contemplated hereby. The Holder further acknowledges, and upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that it has requested, received and reviewed such information, undertaken such investigation and made such further inquiries of officers of the Company and others as it has deemed appropriate or desirable in connection with such transactions. (v) The Holder understands, and upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that it understands, that it must bear the economic risk of its investment for an indefinite period of time because the Series B Convertible Preferred Stock and Common Stock are not, and will not be, registered under the Act or any applicable state securities laws, except as may be otherwise be determined by the Company or in connection with the Fourth Amended and Restated Registration Rights Agreement, dated as of May 16, 2003, by and among the Company and the parties who have executed the counterpart signature pages thereto or are otherwise bound thereby, as such agreement may be amended and/or restated from time to time (the “Registration Rights Agreement”), and such shares may not be resold unless subsequently registered under the Act and such other federal or state securities laws or unless an exemption from such registration is available. The Holder understands, and upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that it understands, that, except as may be otherwise be determined by the Company or pursuant to the Registration Rights Agreement, it is not contemplated that any registration will be made under the Act or any state securities laws. (vi) This Warrant and all shares of Series B Convertible Preferred Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR (ii) IF, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDCOMPANY, THE PROPOSED SALE OR TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS WITHOUT REGISTRATION.

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All . This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall shall, unless registered under the Act, be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock (and any common stock to be issued upon conversion thereof) to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Warrant Stock (or any common stock to be issued upon conversion thereof) to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act Act, or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if reasonably requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of Common Warrant Stock (and any common stock to be issued upon conversion thereof) so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (b) Holder further acknowledges that it is familiar with the definition of “accredited investor” in Rule 501 of Regulation D promulgated under the Act and certifies that Holder is an accredited investor as defined in such rule. (c) Holder understands that neither this Warrant nor the Warrant Stock (and any common stock to be issued upon conversion thereof) have been registered under the Act, and therefore they may not be sold, assigned or transferred unless (i) a registration statement under the Act is in effect with respect thereto or (ii) All shares an exemption from registration is found to be available to the satisfaction of Common the Company. (d) Holder further acknowledges and agrees that the stock certificates evidencing the Warrant Stock (and any common stock to be issued upon exercise hereof or conversion thereof thereof) shall be stamped or imprinted with bear a legend restrictive legend, substantially in substantially the following form (in addition to such other restrictive legends as are required or deemed advisable under the provisions of this Warrant, any legend required by state securities lawsapplicable law or any other agreement to which Holder is a party): THESE “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR ANY HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE ABSENCE OF SUCH REGISTRATION OR COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH REGISTRATION TRANSACTION IS NOT REQUIREDEXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

Compliance with Securities Laws. (i) The Holder Holder, by acceptance of this Warrant, by acceptance hereof, acknowledges that agrees to comply in all respects with the provisions of this Section 9 and the restrictive legend requirements set forth on the face of this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and further agrees that the such Holder will shall not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof or conversion thereof of this Warrant except under circumstances that will not result in a violation of the Securities Act of 1933 or any applicable state of the securities laws. Upon exercise laws of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) applicable jurisdiction. All shares of Common Stock issued upon exercise hereof or conversion thereof Warrant Shares shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): forms: THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION A VALID EXEMPTION FROM THE REGISTRATION OF COUNSEL SATISFACTORY THE U.S. SECURITIES ACT OF 1933. THE COMPANY HAS MORE THAN ONE CLASS OF STOCK AUTHORIZED TO BE ISSUED. THE COMPANY WILL FURNISH WITHOUT CHARGE TO THE HOLDER UPON WRITTEN REQUEST A COPY OF THE FULL TEXT OF THE PREFERENCES, VOTING POWERS, QUALIFICATIONS AND SPECIAL AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED BY THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise exercised hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. ; provided, however, that the Holder shall be able to transfer such Warrant or Shares (iix) All shares of Common Stock as provided in subparagraph (b) above and (y) in such other transactions as may be effected without registration pursuant to the Act or qualification pursuant to any relevant state securities laws and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant and all Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Representations and Warranties by the Holder. The Holder represents and warrants to the Company as follows:

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares This Warrant and all Shares of B Preferred Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, represents that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as amended, as presently in effect. ii. The Holder acknowledges that this Warrant is being, and the shares of Common Stock to be issued upon exercise hereof are being Warrant Shares would be, acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof Warrant Shares except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased Warrant Shares are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof iii. This Warrant and Warrant Shares shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE . SUCH SECURITIES LAWS. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT ITS PRINCIPAL EXECUTIVE OFFICES. The Company agrees to remove promptly, upon the request of the holder of this Warrant or the Warrant Shares, the legend set forth in Section 7(E)(iii) above from the documents/certificates for such securities upon full compliance with this Agreement and either Rule 144(k) or after a sale in the public market in compliance with Rule 144.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a by executing the form satisfactory attached as Schedule 1 to the CompanyExhibit A hereto, that the shares of Common Stock Warrant Shares so purchased are being --------- acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale in violation of applicable securities laws. (ii) All shares In connection with the issuance of Common Stock issued this Warrant, the Holder specifically represents to the Company by acceptance of this Warrant as follows: (A) The Holder has had an opportunity to discuss the Company's business with the management of the Company, is aware of the Company's business affairs and financial condition, has had access to the Company's books and records, and has been afforded the opportunity to ask questions of and receive answers from officers of the Company. The Holder has substantial experience in evaluating the merits and risks of its investment in the Company. The Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Securities Act as presently in effect. (B) The Holder understands that this Warrant has not been, and upon exercise hereof or conversion thereof shall the Warrant Shares will not be, registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder's investment intent as expressed herein. (C) The Holder further understands that this Warrant, and upon exercise the Warrant Shares, must be stamped or imprinted with a legend in substantially held indefinitely unless subsequently registered under the following form (in addition to Securities Act and any legend required by applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDor unless exemptions from registration are otherwise available.

Compliance with Securities Laws. (ia) The Holder of this WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are is being acquired solely for the Holder’s 's own account account, and not as a nominee for any other party, and for investmentinvestment purposes only, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that 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 this Warrant, the Holder shall, if requested by the CompanyCompany and if the shares of Common Stock to be issued upon exercise hereof are not registered, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All shares The Holder represents and warrants to the Company that it is an "accredited investor" as such term is defined in Rule 501(a) of Common Stock Regulation D promulgated under the Securities Act, or has entered into a purchaser representative agreement with a "purchaser representative" as such term is defined in Rule 501(h) of Regulation D promulgated under the Securities Act. (c) This Warrant, and any Warrant issued upon exercise hereof pursuant to Section 1(c) or conversion thereof Section 3 of this Warrant, shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws); provided, however, that in any Warrant issued pursuant to Section 1(c) or Section 3, the third sentence shall be modified to refer to the original date of issuance of this Warrant: "NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH WARRANT OR SECURITIES ISSUABLE UPON EXERCISE THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER OF THIS WARRANT MAY NOT SELL, OFFER, CONTRACT TO SELL, PLEDGE, GRANT ANY OPTION TO PURCHASE OR OTHERWISE DISPOSE OF THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF PRIOR TO THE 90TH DAY AFTER THE DATE OF ISSUANCE OF THIS WARRANT." (d) All shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend, if appropriate, in substantially the following form (in addition to any legend required by state securities laws): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY THE SECURITIES MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION IS NOT REQUIREDOF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED."

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or conversion thereof except an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Common Warrant Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form: (iii) The restrictions imposed by this Section 2(e) upon the transfer of this Warrant and the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Securities Act, or (B) upon the Issuer’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Issuer (in addition it being understood that in-house counsel to the Holder shall be deemed to be acceptable counsel), addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the Securities Act. Whenever such restrictions shall cease and terminate as to any legend such securities, the Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legends required by paragraph (ii) above relating to the Securities Act and state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by By acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shallhereby represents, if requested by warrants and covenants: (a) that any Warrant Shares purchased upon exercise of the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being Warrant shall be acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, investment only and not with a view toward to, or for sale in connection with, any distribution or resale. thereof; (iib) All that the Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; (c) that the Holder understands that the shares of Common Stock stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act and will be “restricted securities” within the meaning of SEC Rule 144; and (d) all stock certificates representing Warrant Shares issued to the Holder upon exercise hereof or conversion thereof shall be stamped or imprinted with of this Warrant may have affixed thereto a legend substantially in substantially the following form (in addition to any legend required by state securities laws): THESE form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH , PURSUANT TO REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, ; and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of This Warrant and all Common Stock issued upon exercise hereof or conversion thereof unless registered under the Act shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE -------------------------------------------------------------------------------- WARRANT TO PURCHASE COMMON STOCK THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (i1) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale in violation of applicable securities laws. (ii2) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities lawslaws and the Asset and Securities Purchase Agreement of even date herewith): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL TO THE HOLDERS OF THIS WARRANT (WHICH COUNSEL SHALL BE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDCOMPANY), QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND THE RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION THEREUNDER.

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Series C Preferred Stock (and the shares of Common Stock into which such shares of Series C Preferred Stock convert) or Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Series C Preferred Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Series C Preferred Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale and that the Holder is an "accredited investor" as defined in Section 501 of the regulations adopted under the Act or that the shares of Series C Preferred Stock so purchased may be issued without registration under the Act and under applicable state securities laws. (ii) . All shares of Series C Preferred Stock (and the shares of Common Stock into which such shares of Series C Preferred Stock convert) or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ABSENCE SECURITIES ACT OF SUCH REGISTRATION 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT DATED JUNE 16, 1998 BY AND BETWEEN THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges Warrant represents and warrants that this Warrant and the shares of Common Stock Warrant Units to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Warrant Units to be issued upon exercise hereof or conversion thereof except under circumstances circumstance that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Warrant Units so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock This Warrant and all Warrant Units issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereofthereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend legends in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT REQUIREDTRANSFERABLE WITHOUT THE PRIOR APPROVAL OF THE VANCOUVER STOCK EXCHANGE UNTIL SEPTEMBER 30, 1998.

Compliance with Securities Laws. (i) The Holder of this Warrant, by By acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shallhereby represents, if requested by warrants and covenants: (a) that any Warrant Shares purchased upon exercise of the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being Warrant shall be acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, investment only and not with a view toward to, or for sale in connection with, any distribution or resale. thereof; (iib) All that the Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; (c) that the Holder understands that the shares of Common Stock stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act and will be "restricted securities" within the meaning of SEC Rule 144; and (d) all stock certificates representing Warrant Shares issued to the Holder upon exercise hereof or conversion thereof shall be stamped or imprinted with of this Warrant may have affixed thereto a legend substantially in substantially the following form (in addition to any legend required by state securities laws): THESE form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH , PURSUANT TO REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OR RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWSLAWS (COLLECTIVELY, THE "ACTS"). THEY THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACTS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION UNDER SUCH ACTS IS NOT REQUIRED OR IF THE COMPANY IS OTHERWISE SATISFIED THAT REGISTRATION UNDER SUCH REGISTRATION ACTS IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, ; and for investment, and that the Holder will not offer, sell sell, transfer or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS ESTABLISHED TO THE SATISFACTION OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.AND ITS COUNSEL..

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant Warrant, the shares of Series D Preferred Stock to be issued upon exercise hereof, and the shares of Common Stock to be issued upon exercise hereof conversion of the Series D Preferred Stock are being or will be acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant Warrant, the shares of Series D Preferred Stock to be issued upon exercise hereof, or any the shares of Common Stock to be issued upon exercise hereof or conversion thereof of the Series D Preferred Stock except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Series D Preferred Stock so purchased or the shares of Common Stock to be issued upon conversion of the Series D Preferred Stock are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, ; and not with a view toward distribution or resaleresale in violation of the Act or any state securities laws. (ii) All The Holder understands that this Warrant has not been registered under the Act by reason of a specific exemption therefrom, that the Holder may be required to hold this Warrant, any shares of Series D Preferred Stock issued upon exercise hereof, and any shares of Common Stock issued upon conversion of the Series D Preferred Stock indefinitely, and that the Holder must, therefore, bear the economic risk of such investment indefinitely, unless a subsequent disposition of such securities is registered under the Act or is exempt from such registration. (iii) This Warrant, all shares of Series D Preferred Stock to be issued upon exercise hereof or hereof, and all shares of Common Stock to be issued upon conversion thereof of the Series D Preferred Stock shall be stamped or imprinted with a legend legends in substantially the following form (in addition to any legend required by state securities lawslaws or the Company’s certificate of incorporation or bylaws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE HOLDER MAY NOT SELL OR OTHERWISE TRANSFER OR DISPOSE OF ANY SHARES OF COMMON STOCK OR OTHER SECURITIES OF THE COMPANY FOR ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT OF THE FIRST UNDERWRITTEN REGISTRATION OF THE COMPANY FILED UNDER THE ACT AS MAY BE REQUESTED BY THE COMPANY OR THE REPRESENTATIVE OF THE UNDERWRITERS.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s Holder ’ s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s Holder ’ s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OR RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other partyparty or with a view to or for sale in connection with any distribution, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. The Holder is an "accredited investor" within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (ii) Any warrant issued in replacement or upon transfer of all or any portion of this Warrant shall bear a legend substantially identical to the legend appearing at the head of this Warrant. (iiiii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE ), as well as any legends required by the Shareholders Agreement: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDOR QUALIFIED OR REGISTERED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968 (THE "CALIFORNIA LAW") OR THE SECURITIES LAWS OF ANY OTHER STATE ("LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND QUALIFICATION OR REGISTRATION UNDER THE CALIFORNIA LAW AND OTHER LAWS AS APPLICABLE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY ISSUER THAT SUCH REGISTRATION IS AND QUALIFICATION OR REGISTRATION ARE NOT REQUIREDREQUIRED AS TO SAID SALE, OFFER OR TRANSFER.. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The initial Holder of this Warrant represents and warrants to the Company that it is an institutional accredited investor under the Act and that it has received and reviewed the Form S-1 (File Number 333-80165), as amended (the "Form S-1"), for the Company's initial public offering of its common stock (the "IPO"). The initial Holder represents and warrants to the Company that it has all of the information necessary for it to evaluate an investment in the Company's securities. The initial Holder consents to the disclosure of the terms of this Warrant in the Form S-1 and the filing of this Warrant as an exhibit to the Form S-1. (ii) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock common stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock common stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon the exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock common stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iiiii) All This Warrant and all shares of Common Stock common stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT ITS PRINCIPAL EXECUTIVE OFFICES." (iv) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, Optionee acknowledges that this Warrant Option and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the HolderOptionee’s own account and not as a nominee for any other party, and for investment, and that the Holder Optionee will not offer, sell sell, or otherwise dispose of this Warrant Option or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act of 1933 (the “Act”), or any applicable state securities laws. Upon exercise of this WarrantOption, the Holder Optionee shall, if reasonably requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the HolderOptionee’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (b) Optionee further acknowledges that it is familiar with the definition of “accredited investor” in Rule 501 of Regulation D promulgated under the Act and certifies that Optionee is an accredited investor as defined in such rule. (c) Optionee understands that neither this Option nor the Common Stock have been registered under the Act, and therefore they may not be sold, assigned or transferred unless (i) a registration statement under the Act is in effect with respect thereto or (ii) All shares an exemption from registration is found to be available to the satisfaction of the Company. (d) Optionee further acknowledges and agrees that the stock certificates evidencing the Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with bear a legend restrictive legend, substantially in substantially the following form (in addition to such other restrictive legends as are required or deemed advisable under the provisions of this Option and any legend required by state securities lawsapplicable law or any other agreement to which Optionee is a party): THESE “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD , OR TRANSFERRED IN UNLESS THE ABSENCE OF SUCH REGISTRATION OR COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

Compliance with Securities Laws. (i) 3.1 The Holder of this WarrantWarrantholder, by acceptance hereof, acknowledges that this Warrant the Warrants and the shares of any Common Stock to be issued upon exercise hereof (the “Securities”) are being acquired solely for the HolderWarrantholder’s own account and not as a nominee for any other party, and for investment, and that the Holder Warrantholder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof Securities except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrantthe Warrants, the Holder Warrantholder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are is being acquired solely for the HolderWarrantholder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof 3.2 The Warrants shall be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: “THESE WARRANTS AND THE SECURITIES ACQUIRED UPON THE EXERCISE OF THESE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT AND SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT UNDER SUCH REGISTRATION IS NOT REQUIREDACT AND SUCH LAWS.”

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of the Warrant Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of the Warrant Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of the Warrant Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All . This Warrant and all shares of the Warrant Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR ANY APPLICABLE STATE SECURITIES LAWSIN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY NO SUCH SALE OR DISTRIBUTION MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

Compliance with Securities Laws. (i) The Holder holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s holder's own account and not as a nominee for any other party, and for investment, and that the Holder holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale that would violate the Securities Act. (ii) All shares of Common Stock The Warrant Shares and any other securities issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable federal and state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, Company in writing that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED UPON EXERCISE OR CONVERSION THEREOF MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SUPPORTED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that (i) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act; (ii) it has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring this Warrant and the shares of Common Stock Shares issuable hereunder; (iii) it is acquiring this Warrant and any Shares to be issued upon exercise hereof are being acquired solely for the Holder’s its own account and account, not as a nominee for any other partyor agent, and not with a view to, or for investmentresale in connection with, any distribution thereof, and that the Holder it will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon ; (iv) it understands that no public market now exists for this Warrant, or for the Shares to be issued upon exercise thereof, and that the Company has made no assurances that a public market will ever exist for this Warrant or any Shares so issued; (v) it has had an opportunity to discuss the tax consequences of its acquisition of this Warrant with its own tax advisor, that it is relying solely on such advisors and not on any statements or representations of the Company or any of the Company’s agents with respect to such tax consequences, and that it understands that it, and not the Company, shall be responsible for its own tax liability that may arise as a result of its acquisition or exercise of this Warrant, ; and (vi) the Holder shall, if requested by either has a preexisting personal or business relationship with the Company, confirm in writingits officers or its directors or, in a form satisfactory to by reason of its business or financial experience, or the business or financial experience of its professional advisors (being unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, that ) can reasonably be assumed to have the shares capacity to protect its interests in connection with its acquisition or exercise of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleWarrant. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Series B-1 Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Series B-1 Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Series B-1 Preferred Stock or Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, ; and not with a view toward distribution or resaleresale in violation of the Act. (ii) All This Warrant and all shares of Series B-1 Preferred Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale in violation of the Act. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so 5 purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY IT MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR TRANSFERRED IN HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE LAWS, OR UNLESS THE ABSENCE OF SUCH REGISTRATION OR COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable federal and state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED UPON EXERCISE OR CONVERSION THEREOF MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY IT MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR TRANSFERRED IN HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE LAWS, OR UNLESS THE ABSENCE OF SUCH REGISTRATION OR COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (ia) The Holder of this WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All The Holder is not a "U.S. Person" within the meaning of Rule 902(k) of Regulation S. (c) The Warrant was not offered to the Holder in the United States and at the time of execution of this Warrant and at the time of any offer to the Holder to enter into this Warrant, the Holder was physically outside of the United States. (d) The Holder is acquiring the Warrant in an "offshore transaction" (as defined in Rule 902(h) of Regulation S). (e) The Holder, by acceptance hereof, acknowledges that the Company has the exclusive right at its sole discretion to refuse to register any transfer of the shares of Common Stock to be issued upon exercise of this Warrant not made in accordance with the provisions of Regulation S promulgated under the Securities Act of 1933, as amended. (f) This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE "SECURITIES ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHIN THE UNITED STATES (AS THE TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THEY HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED CONDUCTED UNLESS IN COMPLIANCE WITH THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSECURITIES ACT.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof Shares are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof Shares except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares resale except under circumstances that will not result in a violation of Common Stock the Act or any applicable state securities laws. This Warrant and all Shares issued upon exercise hereof or conversion thereof of this Warrant shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE . SUCH SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Notwithstanding the foregoing, this Warrant and the Shares issued upon exercise of this Warrant (in each case, a "Security") shall not be required to bear such legend upon (A) the transfer or exchange of such Security in the event that, at the time of such transfer or exchange, (i) a registration statement which covers such Security shall have been declared effective and such Security shall have been disposed of pursuant to the Registration Statement or (ii) such Security shall have been sold in compliance with Rule 144 (or any similar provision then in force) under the Act in such a manner that resale of such Security will not require registration under the Act; or (B) the transfer or exchange of such Security not bearing, nor otherwise required under the terms hereof to bear, such legend. Whenever the requirements regarding the inclusion of legends with respect to any Security have terminated in accordance with the preceding sentence, the Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Security not bearing the restrictive legend set forth in this 7(d)(ii).

Compliance with Securities Laws. (i) The Holder of this WarrantSeller, by acceptance hereof, acknowledges that this Warrant Agreement and the shares of Common Stock to Alliance Shares which may be issued upon exercise hereof of an Option hereunder are being acquired solely for the Holder’s Seller's own account and not as a nominee for any other party, and for investment, and that the Holder Seller will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof Alliance Shares except under circumstances that will not result in a violation of the Securities Act or any applicable federal and state securities lawslaws (including, without limitation, the Act). Upon exercise of this Warrantan Option hereunder, the Holder Seller shall, if requested by the CompanyAlliance, confirm in writing, in a form satisfactory to the CompanyAlliance, that the shares representations set forth on EXHIBIT D hereto are true as of Common Stock so purchased the date of the Transfer and that the Alliance Shares to be issued, if any, are being acquired solely for the Holder’s Seller's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock Alliance Shares which may be issued upon exercise hereof or conversion thereof of an Option hereunder shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by applicable state securities laws): THESE "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY APPLICABLE STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS. THEY MAY NOT BE SOLD LAWS OR TRANSFERRED IN THE ABSENCE OF SUCH IF REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS ARE NOT REQUIRED."

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges ELC and the ELC Stockholders acknowledge that this Warrant and the shares of Surviving Corporation common stock and the GPE Common Stock to be issued to the ELC Stockholders (collectively, the "Transferred Shares"), the Orman Note and the Xxxxxxxxx Note, in each case at the Closing Date will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws, in reliance on the exemptions specified in such laws, and that such reliance is based in part upon exercise hereof are being acquired the representations, warranties and covenants of the ELC Stockholders. The ELC Stockholders acknowledge that they understand that none of such securities have been approved or disapproved by the Securities and Exchange Commission, or by the securities regulatory authority of any state, nor have any of the foregoing authorities passed upon or endorsed the merits of the transactions contemplated by this Agreement. They further acknowledge and agree that any subsequent transfer, sale or other disposition thereof must be pursuant to an exemption from registration or pursuant to an effective registration statement thereunder. Each of the ELC Stockholders represents and warrants to GPE that (i) he is acquiring the Transferred Shares, and the Orman Note or the Xxxxxxxxx Note, as the case may be, solely for the Holder’s investment for his own account and not as a nominee for or agent or otherwise on behalf of any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investmentperson, and not with a view toward distribution to or resale. with a present intention to reoffer, resell, fractionalize, assign, grant any participating interest in, or otherwise distribute the Transferred Shares or the Orman Note or the Xxxxxxxxx Note, as the case may be, in any manner that could cause the loss of the exemption from registration under the Securities Act on which the issuing company relied, (ii) All shares he is an "accredited investor" as defined in Rule 501(a) under the Securities Act of Common Stock issued upon exercise hereof 1933 by virtue of having either (A) a net worth (or conversion thereof shall be stamped a joint net worth with his spouse) in excess of $1 million, or imprinted (B) individual income in excess of $200,000 (or joint net income with his spouse in excess of $300,000) in each of the two most recent years and a legend reasonable expectation of reaching the same income level in substantially the following form current year, (in addition iii) he has been furnished any information relating to the GPE and IEC, their business and financial condition and the Transferred Shares which he has requested and he has been afforded the opportunity to ask questions and receive answers concerning those matters and the terms and conditions of the transactions contemplated by this Agreement and to obtain any additional information which GPE or IEC possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy or completeness of the information provided to him, and that he also has been furnished access to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933and all other information that is material to his or a reasonable investor's decision to acquire the Transferred Shares and the Orman Note or the Xxxxxxxx Note, AS AMENDEDas the case may be. Each of the ELC Stockholders further represents, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDwarrants and agrees that (i) no other person has any direct or indirect beneficial interest in the Transferred Securities, (ii) he is not acting as an underwriter or directly or indirectly participating in any underwriting of the Transferred Securities and the Orman Note or the Xxxxxxxx Note, as the case may be, (iii) he will not take, or cause to be taken, any action that would cause him to be an underwriter, as defined in Section 2(11) of the Securities Act, of any such securities, and (iv) he does not have any contract, undertaking, agreement, arrangement or understanding with any person which is contrary to his representations, warranties and agreements.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All Unless and until an effective registration statement covering this Warrant and/or all shares of Common Stock issued issuable upon exercise hereof or conversion thereof is in place, the certificates representing same shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder Purchaser of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s Purchaser's own account and not as a nominee for any other party, and for investment, and that the Holder Purchaser will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that 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, the Holder Purchaser shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s Purchaser's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) . All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD OR TRANSFERRED OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AND QUALIFICATION WITHOUT AN OPINION OF LEGAL COUNSEL SATISFACTORY TO FOR THE COMPANY THAT SUCH REGISTRATION IS AND QUALIFICATION ARE NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE "THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF COUNSEL SATISFACTORY THE WARRANT AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY."

Compliance with Securities Laws. (i1) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale, except under circumstances that will not result in a violation of the Act or any state securities laws. (ii2) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN AND BLUE SKY LAWS RELATING TO THE ABSENCE DISPOSITION OF SUCH REGISTRATION OR SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL SATISFACTORY TO SUCH EFFECT IS PROVIDED TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDIN CONNECTION THEREWITH.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being or will be acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder (A) will not offer, sell or otherwise dispose of this Warrant Warrant, and (B) will not offer, sell or any otherwise dispose of the shares of Common Stock to be issued upon exercise hereof or conversion thereof hereof, except under circumstances that 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, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, ; and not with a view toward distribution or resaleresale in violation of the Act or any state securities laws; and that the Holder continues to be an "accredited investor" as such term is defined in Rule 501 of the Act. (ii) The Holder understands that this Warrant has not been registered under the Act by reason of a specific exemption therefrom, that the Holder may be required to hold this Warrant and any shares of Common Stock to be issued upon exercise hereof indefinitely, and that the Holder must, therefore, bear the economic risk of such investment indefinitely, unless a subsequent disposition of such Common Stock is registered under the Act or is exempt from such registration. (iii) All shares of Common Stock to be issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities lawslaws or the Company's certificate or bylaws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED OR TRANSFERRED HYPOTHECATED IN THE ABSENCE OF SUCH A REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY STATEMENT IN EFFECT WITH RESPECT TO THE COMPANY THAT SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION IS NOT REQUIREDREQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. Any transfer of any Securities must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any Disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until: (i) The there is then in effect a registration statement under the Securities Act covering such proposed Disposition and such Disposition is made in accordance with such registration statement, (ii) (A) such Holder shall have given prior written notice to the Company of this Warrantsuch Holder’s intention to make such Disposition and shall have furnished the Company with a description, by acceptance hereof, acknowledges that this Warrant and in reasonable detail for the shares of Common Stock Company to be issued upon exercise hereof are able to assess compliance with applicable federal and state securities law, of the manner and circumstances of the proposed Disposition (provided that the Holder shall not be required to disclose any information that it is prohibited from disclosing to the Holder pursuant to any confidentiality obligation binding on the Holder or its Affiliates; provided, further, that the Holder shall use commercially reasonable efforts to obtain a waiver from any such confidentiality obligation so as to be able to furnish the Company with such description to the fullest extent required by this Section 7(b)(ii)(A)), (B) the transferee shall have confirmed to the reasonable satisfaction of the Company in writing, substantially in the form of the representations in Section 12, that the Security is being acquired (i) solely for the Holdertransferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward, or for investmentresale in connection with, a distribution thereof, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) if requested by the Company within five (5) Business Days after the delivery of such written notice, such Holder shall have furnished the Company, at the Holder’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such Disposition will not require registration under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission (or its staff) to the effect that the Holder will not offer, sell or otherwise dispose transfer of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that such Security without registration will not result in a violation recommendation by the staff of the Securities Act or any applicable state securities laws. Upon exercise SEC that enforcement action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Security in accordance with the terms of this Warrant, the notice delivered by the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that or (iii) such Security does not bear the shares of Common Stock so purchased are being acquired solely legend set forth in Section 7(d) or the requirements for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleremoval of such legend set forth in Section 7(f) have been satisfied. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (a) The Company Shareholders have been advised that (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Parent Common Stock issued to the Company Shareholders pursuant to the Acquisition will be issued as securities exempt from the registration requirements of the U.S. Securities Act by virtue of Section 4(2) thereof; and (ii) each Company Shareholders may be deemed to be issued upon exercise hereof are being acquired solely for an affiliate of the Holder’s own account and Company. The Company Shareholders accordingly agree not as a nominee for any other partyto sell, and for investment, and that the Holder will not offer, sell transfer or otherwise dispose of this Warrant or any shares of Parent Common Stock issued to the Company Shareholders pursuant to the Acquisition unless such sale, transfer or other disposition is made on the Nasdaq National Market (w) in conformity with the requirements of Rule 144 promulgated under the Securities Act, or (x) pursuant to a resale registration statement on Form S-1 or Form S-3 filed by Parent with the Securities and Exchange Commission ("SEC") which is then in effect; or (y) upon delivery to Parent of a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act, or (z) an authorized representative of the SEC shall have rendered written advice to the Company Shareholder wishing to effect such sale, transfer or other disposition (sought by such Company Shareholder or counsel to such Company Shareholder, with a copy thereof and of all other related communications delivered to Parent) to the effect that the SEC would take no action or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed sale, transfer or other disposition, if consummated. (b) Parent will give stop transfer instructions to its transfer agent with respect to any shares of its Common Stock received by the Company Shareholder pursuant to the Acquisition and there will be issued upon exercise hereof or conversion thereof except placed on each certificate representing such shares of Parent Common Stock, or, any substitutions therefor, a legend stating in substance: "The securities represented by this certificate have not been registered under circumstances that will not result in a violation of the Securities Act of 1933, as amended, and may not be sold or any applicable state securities laws. Upon exercise of this Warranttransferred, the Holder shall, if requested by the Company, confirm in writingdirectly or indirectly, in a form satisfactory to the Company, that the shares absence of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution such registration or resalean exemption therefrom under said Act. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." "

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, ; and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of This Warrant and all Common Stock issued upon exercise hereof or conversion thereof unless registered under the Act shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY ================================================================================ WARRANT TO PURCHASE COMMON STOCK SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges Warrant represents and warrants that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for investment for the Holder’s own account and not as with a nominee for view to the public distribution of any other party, and for investmentpart of this Warrant or any Warrant Shares to be issued upon exercise hereof, and that the Holder will not offerhas no present intention to of selling, sell granting any participation in or otherwise dispose of publicly distributing this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof or conversion thereof except hereof; provided, however, that the Company acknowledges that the Holder intends to distribute the Warrant to its members, which members may further distribute the Warrant but only under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Warrant Shares so purchased are being acquired solely for investment for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale except as set forth herein. (ii) All shares of Common Stock This Warrant and all Warrant Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND ANY OTHER APPLICABLE LAWS.

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise other­wise dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities 1933 Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory satisfac­tory to the Company, that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued . To the extent applicable, this Warrant and all Shares issuable upon the exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially subject to the following form (in addition to any legend other restrictions required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT ITS PRINCIPAL EXECUTIVE OFFICES.

Compliance with Securities Laws. (i) The Holder of this Warrant, or if the Holder is a custodian, the beneficial owner of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s (or beneficial owner’s) own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act any federal or any applicable state securities laws. Upon exercise of this WarrantWarrant (other than pursuant to the net exercise provision of Section 3(C)), the Holder shallshall as a condition to such exercise, if reasonably requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall may be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE ), so long as such legend is required by applicable law: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE AMENDED (THE “ACT”). THESE SECURITIES LAWS. THEY MAY NOT BE SOLD SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL EVIDENCE SATISFACTORY TO THE COMPANY THAT OF AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR COMPLIANCE WITH RULE 144 UNDER SUCH REGISTRATION IS NOT REQUIREDACT. If the legend is no longer required (as evidenced by a legal opinion >for the Holder or the Company or by evidence otherwise reasonably satisfactory to the Company), the Company will promptly remove such legend.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder of this Warrant, Warrant by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE

Compliance with Securities Laws. (i) The Holder Payee acknowledges and agrees that this Note and the securities issuable upon the conversion of this WarrantNote, by acceptance hereofis being, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being will be, acquired solely for the Holder’s Payee's own account and not as a nominee for any other party, and for investmentinvestment purposes only and not with a view to the resale or distribution of any part thereof, and that the Holder will Payee shall not offer, sell or otherwise dispose of this Warrant Note or any shares the securities issuable upon the conversion of Common Stock to be issued this Note other than in compliance with applicable federal and state laws. The Payee understands that this Note and the securities issuable upon exercise hereof or the conversion thereof except of this Note are "restricted securities" under circumstances applicable federal and state securities laws and that such securities have not been, and will not result in a violation of be, registered under the Securities Act of 1933, as amended (the "Securities Act"). The Payee represents and warrants to the Company that the Payee is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. This Note and any Note issued in substitution or any applicable state replacement therefore, and the securities laws. Upon exercise issuable upon the conversion of this WarrantNote, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR UNLESS VISTAGEN THERAPEUTICS, INC. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THAT THE COMPANY THAT REGISTRATION OF SUCH REGISTRATION SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED."

Compliance with Securities Laws. (i) The Holder Payee acknowledges and agrees that this Note and the securities issuable upon the conversion of this WarrantNote, by acceptance hereofis being, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being will be, acquired solely for the HolderPayee’s own account and not as a nominee for any other party, and for investmentinvestment purposes only and not with a view to the resale or distribution of any part thereof, and that the Holder will Payee shall not offer, sell or otherwise dispose of this Warrant Note or any shares the securities issuable upon the conversion of Common Stock to be issued this Note other than in compliance with applicable federal and state laws. The Payee understands that this Note and the securities issuable upon exercise hereof or the conversion thereof except of this Note are “restricted securities” under circumstances applicable federal and state securities laws and that such securities have not been, and will not result in a violation of be, registered under the Securities Act of 1933, as amended (the “Securities Act”). The Payee represents and warrants to the Company that the Payee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. This Note and any Note issued in substitution or any applicable state replacement therefore, and the securities laws. Upon exercise issuable upon the conversion of this WarrantNote, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWSLAWS OR UNLESS VISTAGEN THERAPEUTICS, INC. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THAT THE COMPANY THAT REGISTRATION OF SUCH REGISTRATION SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”

Compliance with Securities Laws. This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and state securities laws by the transferor and the transferee (iincluding the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if such are requested by the Company). (a) The Holder of this Warrant, by acceptance hereofthereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of any federal securities laws, including without limitation the Securities Act of 1933, as amended (the "Act"), any state securities laws or any applicable state securities lawslaw of foreign jurisdictions, or any rules or regulations promulgated thereunder. Upon exercise of this Warrant, the Holder 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 solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (b) Without in any way limiting the representations set forth in (a) above, the Holder further agrees not to make any disposition of all or any portion of this Warrant or any Warrant Shares unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 7, and: (i) the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) All if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such securities under the Act. (c) This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof issuable hereunder shall be stamped or imprinted with a legend in substantially bear the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.legends:

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will shall not offer, sell or otherwise dispose of this Warrant Note. This Note and any Note or any shares of Common Stock to be common stock issued upon exercise hereof in substitution or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof replacement therefor shall be stamped or imprinted with a legend legends in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES form: THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH REGISTRATION STATE SECURITIES LAWS. THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS NOT REQUIREDINDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All shares of Common Stock This Warrant and all certificates representing the Warrant Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THERE FROM UNDER SAID ACT. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) hereof from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All . This Warrant and all shares of Common Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities lawslaw. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All Each Warrant shall bear a legend substantially in the form set forth on the face hereof and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the not with a view toward distribution or resale. Holder will agrees not to offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable the state securities laws. The Holder represents and warrants to the Company that it is an "accredited investor" as that term is defined under the rules and regulations promulgated under the Act. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale, and containing such other representations as the Company may reasonably request. (iib) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES THE SHARES/WARRANT REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SHARES/WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO THE COMPANY IT OR ITS COUNSEL STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION IS NOT REQUIREDREQUIREMENTS OF SAID ACT.

Compliance with Securities Laws. (i) The Holder of this WarrantNote, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other partypart, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act (?) or any applicable state securities laws. Upon exercise conversion of this WarrantNote, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased issued upon conversion are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) . All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN UNDER SAID ACT OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT RESTRICTING THE TRANSFER OR SALE OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof hereof, except under circumstances that will not result in a violation of the United States Securities Act of 1933, as amended (the "Act"), or any applicable foreign or state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's, own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All shares of Common Stock issued upon exercise hereof or conversion thereof shall may be stamped or imprinted with a legend in substantially the following form legend (in addition to any legend required by the Act and the securities laws of any state securities laws): of the United States) as determined by counsel for the Company: THESE SECURITIES SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNDER THE ACT OR AN APPLICABLE STATE SECURITIES LAWS UNLESS DATAMETRICS CORPORATION (THE "COMPANY") HAS RECEIVED THE WRITTEN OPINION OF THE COMPANY'S COUNSEL OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT, AFTER INVESTIGATION OF THE RELEVANT FACTS, SUCH COUNSEL IS OF THE OPINION THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION IS NOT REQUIREDUNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Class B Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Class B Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state states securities laws. Upon If such shares have not been registered under the Act, upon exercise of this Warrant, Warrant the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Class B Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All Except insofar as they have been registered under the Act, all shares of Class B Common Stock issued upon exercise hereof or conversion thereof shall either be stamped or imprinted with a legend specifying that the securities have not been registered under the Act or shall be subject to a stop transfer order specifying that the securities have not been registered under the Act. (iii) The Company shall not be obligated to deliver any securities hereunder unless a registration statement under the Act with respect to the securities is effective. The Company covenants and agrees that it will file a registration statement and will use its best efforts to cause the same to become effective and keep such registration current while the Warrant is outstanding. The Warrant shall not be exercisable by Holder in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDwhere such exercise would be unlawful.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or conversion thereof except an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All Except as provided in paragraph (iii) below, all certificates representing shares of Common Warrant Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form: (iii) The restrictions imposed by this Section 2(e) upon the transfer of this Warrant and the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Securities Act, or (B) upon the Issuer’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Issuer (in addition it being understood that in-house counsel to any legend the Holder shall be deemed to be acceptable counsel), addressed to the Issuer to the effect that such restrictions are no longer required by to ensure compliance with the Securities Act and state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. Whenever such restrictions shall cease and terminate as to any such securities, AS AMENDEDthe Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDwithout expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legends required by paragraph (ii) above relating to the Securities Act and state securities laws.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, Warrant acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof Warrant Shares are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investmentinvestment purposes, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act by Holder or the Company or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other partyaccount, for investmentinvestment purposes, and not with a view toward distribution or resale. (ii) All shares of Common Stock issued upon exercise hereof or conversion thereof This Warrant and all Warrant Shares shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise conversion hereof are being acquired solely for the Holder’s 's own account as principal and not as a nominee for any other party, and for investmentinvestment purposes, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise conversion hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise conversion hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF COUNSEL SATISFACTORY THE AGREEMENT COVERING THE ISSUANCE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSECRETARY OF THE ISSUER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, ; and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDEXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) All The shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF COUNSEL SATISFACTORY THE WARRANT AGREEMENT COVERING THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDAT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges Warrant represents and warrants that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) All This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD EXERCISED, OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE ASSIGNED (EACH A “TRANSFER”) EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSFER NOT SUBJECT TO, THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION THE SECURITIES ACT AND (B) TO THE EXTENT THE TRANSFER DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF APPLICABLE FEDERAL OR AN STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TRANSFEROR TO SUCH EFFECT (TO THE EXTENT REQUESTED BY COUNSEL OF THE COMPANY), THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER, OR CAUSE TO BE DELIVERED, TO EACH PERSON TO WHOM THE SECURITIES HEREBY REPRESENTED ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH REGISTRATION IS NOT REQUIREDSECURITIES.

Compliance with Securities Laws. (i) The Holder of this WarrantNote, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other partypart, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise conversion of this WarrantNote, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased issued upon conversion are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) . All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE SECURITIES THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SUCH SHARES MAY NOT BE SOLD SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN UNDER SAID ACT OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT RESTRICTING THE TRANSFER OR SALE OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Series [C] Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not not, without the Company’s written consent, offer, sell sell, or otherwise dispose of this Warrant or any shares of Series [C] Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result to Affiliates of Koninklijke Philips Electronics N.V. and in a violation of compliance with (i) the Securities Act or any and (ii) all applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Series [C] Preferred Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, party and not with a view toward distribution or resale. (ii) All This Warrant and all shares of Series [C] Preferred Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THESE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, . SUCH SECURITIES AND ANY SECURITIES OR ANY APPLICABLE STATE SECURITIES LAWS. THEY SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND