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. (i) 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. 6.1. The Holder of this Warrant, by acceptance hereof, acknowledges that (i) 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 an agent or nominee for any other party, and for investment, and that ; (ii) 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 any federal securities laws, including without limitation the Securities Act Act, any state securities laws or any applicable state securities laws. Upon exercise law of this Warrantforeign jurisdictions, or any rules or regulations promulgated thereunder; and (iii) such Holder is either an “accredited investor” within the Holder shallmeaning of Securities and Exchange Commission Rule 501 of Regulation D, if requested as presently in effect or is not a U.S. Person, as defined by Regulation S promulgated under 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 resaleAct. (ii) All 6.2. Unless the Warrant Shares have been registered under the Act, 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 legend: THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE . THESE 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 REQUIREDEXEMPTION THEREFROM UNDER SAID ACT.

Compliance with Securities Laws. (ia) The Holder of this WarrantWarrantholder, by acceptance hereof, acknowledges that the offer and sale of this Warrant and the shares of Common Stock any Shares to be issued upon exercise hereof have not been registered under the Securities Act or under any U.S. state security Law and are being acquired pursuant to an exemption from registration under the Securities Act solely for the HolderWarrantholder’s own account account, and not as a nominee for any other party, and for investmentinvestment with no present intention to distribute this Warrant (or any Shares issuable upon exercise hereof) to any person in violation of the Securities Act or any U.S. state securities Law, and that the Holder Warrantholder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares 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 U.S. 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 resaleLaw. (iib) All shares of Common Stock Except as provided in Section 7(c), this Warrant and any Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (which, in addition the case of the Shares, shall be in the form of an appropriate book entry notation) set forth in Section 4.4(a) of the Investment Agreement. (c) The Company shall promptly cause such legend to be removed from any certificate or other instrument for this Warrant or the Shares and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to this Warrant or any Shares upon request of (x) the Warrantholder, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state laws or (y) the Warrantholder at a time when the offer and sale of this Warrant or the Shares have been registered under the Securities Act (unless subject to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933transfer restrictions under Rule 144 for affiliates) or may otherwise be transferred pursuant to any applicable rules thereunder, AS AMENDEDincluding eligibility to be transferred if Rule 144 under the Securities Act is available for the sale of this Warrant or the Shares without volume and manner of sale restrictions. (d) The Company and the Warrantholder acknowledge that the Shares issuable upon exercise of this Warrant, 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 REQUIREDincluding the Common Stock issuable upon conversion of the Shares, shall be entitled to the benefits of the Registration Rights Agreement, as the same may be amended, amended and restated or supplemented from time to time.

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. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 4 hereof, the offer and sale by the Company of the Shares and the Warrants are exempt from the registration and prospectus delivery requirements of the Securities Act and applicable securities laws of the provinces of Canada. The Company has not issued, offered or sold any Common Shares (including for this purpose any securities of the same or a similar class as the Common Shares) or preferred shares within the six (6) month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (i) The Holder eliminate the availability of this Warrant, by acceptance hereof, acknowledges that this Warrant the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares and the shares Warrants as contemplated hereby, or the availability of Common Stock an exemption from registration for the issuance of the Conversion Shares and/or the Warrant Shares pursuant to the terms of the Shares and/or the Warrants, respectively or (ii) cause the offering of the Shares or the Warrants pursuant to this Agreement to be issued upon exercise hereof are being acquired solely integrated with prior offerings by the Company 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 purposes of the Securities Act or any applicable state securities lawsstockholder approval provisions. Upon exercise The Company shall not directly or indirectly take, and shall not permit any of this Warrantits directors, officers or Affiliates directly or indirectly to take, any action (including, without limitation, any offering or sale to any Person of the Shares, the Holder shall, if requested Warrants or any Common Shares) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company, confirm in writing, in a form satisfactory Company (i) for the offer and sale to the Company, that Purchaser of the shares of Common Stock so purchased are being acquired solely for Shares and the Holder’s own account and not Warrants as a nominee for any other party, for investment, and not with a view toward distribution contemplated by this Agreement or resale. (ii) All shares the issuance of Common Stock issued upon exercise hereof the Conversion Shares or conversion thereof shall be stamped the Warrant Shares pursuant to the terms of the Shares or imprinted the Warrants, respectively, including, without limitation, the filing of a registration statement under the Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Shares and the Warrants as contemplated by this Agreement or any other agreement to which the Company is 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 REQUIREDparty.

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 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. (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 Holder, by accepting this Warrant, by acceptance hereof, acknowledges represents to the Company 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 its own account for investment purposes only and not as with a nominee for any other party, and for investmentview to 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 Act of 1933, as amended (the “Act”), or any state or other securities laws. This Warrant, any Warrant subsequently issued to Holder, and all certificates representing the Warrant Shares issued hereunder (unless registered under the Act and any applicable state or other 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. (iilaw) 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 form: [THIS WARRANT HAS] [THE SECURITIES HAVE EVIDENCED HEREBY HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE OR OTHER SECURITIES LAWS. THEY LAWS AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATION IS NOT REQUIREDREGISTRATIONS.

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 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 Upon becoming a nominee for any other partySelected Dealer, and for investmentin purchasing and reoffering the Units, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock you agree to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation comply with all applicable requirements of the Securities Act or of 1933, as amended (the 111933 Act") , the 1934 Act, any applicable state securities or "Blue Sky" laws, and the Rules of Fair Practice of the NASD, including, but not limited to, Article III, Section I thereof, and the interpretations of said section promulgated by the Board of Governors of such Association, including an Interpretation with respect to free-riding and withholding dated November 1, 1970, and as thereafter amended, and including information concerning the Board of Governor's Interpretation thereof dated March 2, 1979, to NASD members. You also agree to comply with Sections 8, 24, 25 and 36 of Article III of the Rules of Fair Practice of the NASD. You also agree to comply with all requirements of Rules 2730, 2740, 2420, and 2750 of the NASD Conduct Rules. Upon exercise application, you will be informed as to the states in which we have been advised by counsel to the Company or counsel to the Underwriter that the Units have been qualified for sale under the respective securities or Blue Sky Laws of such states, but we assume no obligation or responsibility as to the right of any Selected Dealer to sell the Units in any state or as to any sale therein. By acceptance of this WarrantAgreement, you represent that you are a member in good standing of the NASD. By acceptance of this Agreement, each Selected Dealer has assumed full responsibility for thorough and prior training of its representatives concerning the selling methods to be used in connection with the offer and sale of the Units, giving special emphasis to the NASD's principles of full and fair disclosure to prospective investors, suitability standards and the prohibitions against "Free-Riding and Withholding." . Each Selected Dealer agrees to indemnify and hold harmless the Underwriter, the Holder shallCompany and the other Selected Dealers against and from any liability, if requested loss, damage, or expense arising out of any failure by the CompanySelected Dealer to comply with the 1933 Act, the 1934 Act, applicable securities laws of any state, the rules and regulations of the Securities and Exchange Commission and the Rules of Fair Practice of the NASD, due to any act of omission by the Selected Dealer. By submitting an offer to purchase you confirm in writingthat you may, in a form satisfactory accordance with Rule 15c3-1 adopted under the 1934 Act, agree to purchase the Company, that number of Units you may become obligated to purchase under the shares provisions 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 resalethis Agreement. (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. (ia) The Holder of this WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof have not been registered under the Securities Act or under any applicable state securities law and are being acquired solely pursuant to an exemption from registration under the Securities Act. (b) The Holder, by the acceptance hereof, represents that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for the Holder’s its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder will not offer, sell distributing or otherwise dispose of this reselling such Warrant Shares or any shares of Common Stock to be issued upon exercise hereof or conversion part thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities lawslaw, except pursuant to sales registered or exempted under the Securities Act. (c) The Holder, by the acceptance hereof, represents that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. Upon The Holder further understands and acknowledges that it will be requested to reaffirm that it is an “accredited investor” upon any exercise of this Warrant. (d) Except as provided in paragraph (e) below, an appropriate legend may be endorsed on this Warrant and the Warrant Shares respecting restrictions upon transfer thereof necessary or advisable to prevent transfers which would be in violation of Section 5 of the Securities Act and applicable state securities laws (e) Upon request of the Holder shalland, if requested by the Company, confirm in writing, in a form receipt by the Company of an opinion of legal counsel reasonably satisfactory to the Company, Company to the effect that such legend is no longer required under the shares of Common Stock so purchased are being acquired solely for the Holder’s own account Securities Act 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 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 REQUIREDthe Company shall promptly cause any legend restricting transfer to be removed from any certificate or other instrument for this Warrant or Warrant Shares to be transferred.

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 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. The Registered Holder (i) The Holder and its transferees and assigns), by acceptance of this Warrant, by acceptance covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, acknowledges that the Warrant Shares, for its own account as an investment and not with a view to distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws 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 no transfer of this Warrant or any shares Warrant Shares shall be permitted unless the Company has received notice of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result such transfer in a violation the form of the Securities Act or any applicable state securities laws. Upon exercise of this Warrantassignment attached hereto as Exhibit B, the Holder shallaccompanied, if requested by the Company, confirm in writing, in a form by an opinion of counsel reasonably satisfactory to the CompanyCompany that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after a registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: “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 (collectively, the “Acts”). Neither the shares nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of Common Stock so purchased in the absence of an effective registration statement with respect to the shares under all of the applicable Acts, or an opinion of counsel satisfactory to the Company to the effect that such registrations 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 resalerequired. (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 that, in addition to the requirements set forth above, the transfer 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 partyWarrant Shares, 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 is subject to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account compliance with the provisions of the Securities Act and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleapplicable state securities laws in respect of any such transfer. (ii) All shares of Common Stock issued The certificate or certificates representing any Warrant Shares acquired upon exercise hereof or of this Warrant, and any securities issued in respect of such Warrant Shares upon the conversion thereof or any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall be stamped or otherwise imprinted with the following legend (unless such a legend in substantially is no longer required under the following form (in addition to any legend required by state securities lawsSecurities Act): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY APPLICABLE STATE SECURITIES LAWS. THEY REPRESENTED HEREBY, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ABSENCE OF SUCH REGISTRATION ACT OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (i) The Holder Each Member represents and warrants to the other Members and the Company that as of the date of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being Agreement: (1) It has acquired its Membership Interest for investment solely for the Holder’s its own account and not as a nominee for any other party, and with the intention of holding such Membership Interest for investment, without any intention of participating directly or indirectly in any distribution of any portion of such Membership Interest and without the financial participation of any other person in acquiring such Membership Interest. (2) It is aware that its Membership Interest has not been registered under the Holder will not offerSecurities Act of 1933, sell as amended, or otherwise dispose of applicable state securities laws, if any, in reliance upon the exemption contained in those laws. It understands and acknowledges that its representations and warranties contained in this Warrant or any shares of Common Stock to be issued Section 8.2(2) are being relied upon exercise hereof or conversion thereof except under circumstances that will not result in a violation by the other Members and the Company as the basis for the exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws, if any, in connection with the issuance of its Membership Interest. It further acknowledges that the Company has no obligation (i) to recognize any transfer or encumbrance of all or any part of its Membership Interest unless and until the provisions of this Agreement have been fully satisfied or (ii) to register its Membership Interest pursuant to the Securities Act of 1933, as amended, or any state securities laws. (3) It recognizes that a legend reflecting the restrictions imposed upon the transfer and encumbrance of its Membership Interest under the Securities Act of 1933, as amended, and state securities laws has been placed on the Membership Interest Certificate evidencing its Membership Interest. It will comply with the restrictions imposed by such legend, as well as all other restrictions on transfer or encumbrance of its Membership Interest imposed by this Agreement. It will not transfer or encumber, or offer for transfer or encumbrance, its Membership Interest in violation of the restrictions imposed by the Securities Act of 1933, as amended, or any applicable state securities laws. Upon exercise laws or any of the provisions 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 resaleAgreement. (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. 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 the satisfaction of the following conditions: (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 shall 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 legends: (in addition to any legend required by state securities laws): THESE i) THE SECURITIES REPRESENTED HEREBY 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 OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OTHERWISE TRANSFERRED, PLEDGED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDHYPOTHECATED (ii) Any legend required by applicable state law.

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 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 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. (a) If a registration statement under the Securities Act of 1933, as amended, is not effective with respect to the Shares, Employee (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant represents 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 warrants to the Company, Company that Employee is acquiring the shares of Common Stock so purchased are being acquired solely Shares for the Holder’s his own account and not as a nominee for any other partyaccount, for investment, and not with without a view toward to any sale or distribution thereof in violation of any federal or resalestate securities laws, and (ii) understands that the Grant of the Shares to Employee has not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and, accordingly, that in addition to the other restrictions placed on the Shares by this Agreement, the Shares may not be offered, sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered in absence of either an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws or an opinion of counsel satisfactory to the Company that such registration is not required. (iib) All shares If a registration statement under the Securities Act of Common Stock issued upon exercise hereof 1933, as amended, is not effective with respect to the Shares, Employee agrees that the certificates representing the Shares (whether the Shares are Restricted Shares or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to Transferable Shares) may bear any legend required by state law or which the Committee deems appropriate to reflect any restrictions on transfer. (c) Upon the execution of this Agreement and receipt of any certificates for the Shares pursuant to this Agreement, Employee (or Employee’s legal representative upon Employee’s death or disability) will make and enter into such additional written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable 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 REQUIREDlaws or with this Agreement or the Plan.

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 the satisfaction of the following conditions: (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 legends: (in addition to any legend required by state securities laws): THESE i) THE SECURITIES REPRESENTED HEREBY 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 OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OTHERWISE TRANSFERRED, PLEDGED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDHYPOTHECATED (ii) Any legend required by applicable state law.

Compliance with Securities Laws. To the extent that (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant the Investors and the shares Company do not exercise their rights under Section 2 or Section 3 with respect to any portion 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 partyOffered Shares, and for investmentthe transferring Holder intends to sell, and that the Holder will not offerassign, sell transfer or otherwise dispose of this Warrant any Final Remaining Shares to the Purchaser, or (ii) the transferring Holder intends to effect a permitted transfer in accordance with Section 5 herein, then prior to any shares such proposed transfer or disposition 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 Warrantsuch Offered Shares, the Holder holder or holders thereof shall provide the notice described in Section 2, and each such notice shall, if requested by the Company, confirm be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act’) and any applicable state securities laws, whereupon, subject to any other restrictions on transfer contained herein, the holder of such stock shall be entitled to transfer such stock in writingaccordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for (i) a transfer to one or more stockholders, partners or members of the transferor (in the case of a transferor that is a corporation, partnership or a limited liability company, respectively), (ii) a transfer to an affiliated corporation (in the case of a transferor that is a corporation) or (iii) a transfer to any Affiliate (as defined below) of any holder; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company, ’s counsel to the effect that the transferee is acquiring such shares of Common Stock so purchased are being acquired solely for the Holder’s its own account and not as a nominee for any other partyaccount, for investment, investment purposes and not with a without any view toward to distribution or resale. (ii) All shares of Common thereof. Each certificate for Stock issued upon exercise hereof or conversion thereof held by any Holder and transferred as above provided shall be stamped or imprinted with a legend bear the legends in substantially the following form (set forth in addition Section 14. For purposes of this Section 4, an “Affiliate” of any person means a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned person. A person shall be deemed to control another person if such first person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, with respect to an Investor, Affiliate shall also include any legend required person or entity which, directly or indirectly, controls, is controlled by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933or is under common control with such Investor, AS AMENDEDincluding, 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 limitation, any general partner, officer or director of such Investor and any fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Investor.

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 hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. (b) Without limiting the Purchaser’s right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, 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 HolderPurchaser’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 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 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 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 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. (ia) The Holder Holder, by acceptance of this Warrant, by acceptance hereof, acknowledges that neither this Warrant nor the Warrant Shares have been registered under the Securities Act and represents and warrants to the Company that this Warrant and the shares of Common Stock to be issued upon exercise hereof are is being acquired for investment and not for distribution or resale, solely for the Holder’s 's own account and not as a nominee for any other party, and for investmentperson, and that the Holder will not offer, sell sell, pledge or otherwise dispose of transfer 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 (i) in a violation of compliance with the requirements for an available exemption from the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, or (ii) pursuant to an effective registration statement or qualification under 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 Securities Act and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleapplicable state securities laws. (iib) All shares of Common Stock issued upon exercise hereof or conversion thereof Certificates for all Warrant Shares 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 form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD , OR TRANSFERRED IN AN APPLICABLE EXEMPTION TO THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION OR AN ACT AND SUCH LAWS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY IN A FORM AND IN SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDCOMPANY.

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. (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 of 1933, as amended (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; (iii) it is acquiring this Warrant and the shares of Common Stock 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 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 of Stock 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 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 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) 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. (ia) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. (b) Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, 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 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 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 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 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 Assuming the accuracy of this Warrant, by acceptance the representations and warranties of the Purchasers set forth in Section 4 hereof, acknowledges that this Warrant the offer and sale by the Company of the Shares and the shares Warrants are exempt from the registration and prospectus delivery requirements of Common Stock the Securities Act. Other than pursuant to be issued upon exercise hereof are being acquired solely for an effective registration statement under the Holder’s own account and Securities Act, the Company has not as a nominee for any other partyissued, and for investment, and that the Holder will not offer, sell offered or otherwise dispose of this Warrant or sold any shares of Common Stock (including for this purpose any securities of the same or a similar class as the Common Stock) within the six (6) month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares and the Warrants as contemplated hereby or (ii) cause the offering of the Shares or the Warrants pursuant to this Agreement to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation integrated with prior offerings by the Company for purposes of the Securities Act or any applicable state securities lawsstockholder approval provisions. Upon exercise The Company shall not directly or indirectly take, and shall not permit any of this Warrantits directors, officers or Affiliates directly or indirectly to take, any action (including, without limitation, any offering or sale to any Person of the Shares, the Holder shall, if requested Warrants or any Common Stock) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company, confirm in writing, in a form satisfactory Company for the offer and sale to the CompanyPurchasers of the Shares and the Warrants as contemplated by this Agreement, that including, without limitation, the shares filing of Common Stock so purchased are being acquired solely for a registration statement under the Holder’s own account Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Shares and not the Warrants as a nominee for contemplated by this Agreement or any other agreement to which the Company is a 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 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. As a precondition to the Company's execution of this Agreement and the grant of the Options hereunder, the Optionee represents to the Company that the Options are being, and (unless a Registration Statement with respect thereto shall then be effective under the Securities Act of 1933, as amended (the "ACT")) any Shares acquired by the Optionee upon exercise of an Option shall be, acquired by the Optionee solely for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of selling, transferring or disposing of the same. The Optionee acknowledges and agrees that the Options may not be offered for sale, sold, pledged, hypothecated or otherwise transferred or disposed of in any manner inconsistent with this Agreement and that any Shares acquired upon exercise of the Options may not be offered for sale, sold or otherwise transferred or disposed of unless (i) The Holder of this Warranta Registration Statement with respect thereto shall then be effective under the Act, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Optionee shall have provided proof satisfactory to be issued upon exercise hereof are being acquired solely counsel for the Holder’s own account Company that he has complied with all applicable state securities laws, or (ii) the Company shall have received an opinion of counsel in form and not as a nominee substance satisfactory to counsel for the Company that the proposed offer for sale, sale or transfer of the Shares is exempt from the registration requirements of the Act and may otherwise be effected in compliance with any other partyapplicable law, 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 including all applicable state securities laws. Upon exercise The Optionee agrees that unless a Registration Statement with respect thereto shall then be effective under the Act, a legend to this effect may be placed on each certificate, and a stop transfer order may be placed against his account, relating to the Shares. In addition, each such certificate shall bear such additional legends and statements as the Company deems advisable to assure compliance with all Federal and state laws and regulations, including securities laws and regulations. The Optionee confirms that the Company is relying upon his representations contained in this Section 9(b) in connection with the issuance to him of this Warrantthe Options and, upon due exercise, the Holder shallShares underlying the Options. In consideration of such issuance, if requested by the Optionee hereby indemnifies and holds harmless the Company, confirm and the officers, directors, employees and agents thereof, from and against any and all liability, losses, damages, expenses and attorneys' fees which they may hereafter incur, suffer or be required to pay by reason of the falsity of, or his failure to comply with, any representation or agreement contained 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 resalethis Section 9(b). (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. 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 WarrantOptionee, by acceptance ------------------------------- hereof, acknowledges represents and warrants to the Company and agrees that this Warrant the Option and the shares of Common Stock Shares to be issued upon exercise hereof of the Option are being acquired solely by Optionee for the Holder’s Optionee's own account account, for investment purposes only, not with a view to or for sale in connection with any distribution and not as a nominee for in response to any other party, and for investmentpublished advertisement, and that the Holder will Optionee shall 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 of the Option except under circumstances that which will not result in a violation of the Securities Act any federal 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 Shares issued upon exercise hereof or conversion thereof of the Option (unless registered under the Securities Act) 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 form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND 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 UNLESS SO REGISTERED OR AN OPINION EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION ACT IS NOT REQUIREDAVAILABLE. As a condition to any exercise of the Option, Optionee shall make such additional representations as the Company may request.

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 Assuming the accuracy of this Warrant, by acceptance the representations and warranties of the Purchasers set forth in Section 4 hereof, acknowledges that this Warrant the offer and sale by the Company of the Shares 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 partyWarrants, and for investmentthe offer of the Warrant Shares, and that are exempt from the Holder will registration requirements of the Securities Act. Other than pursuant to an effective registration statement under the Securities Act, the Company has not offerissued, sell offered or otherwise dispose of this Warrant or sold any shares of Common Stock (including for this purpose any securities of the same or a similar class as the Common Stock) within the six-month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares and the Warrants as contemplated hereby or (ii) cause the offering of the Shares or the Warrants pursuant to this Agreement to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation integrated with prior offerings by the Company for purposes of the Securities Act or any applicable state securities lawsstockholder approval provisions. Upon exercise The Company shall not directly or indirectly take, and shall not permit any of this Warrantits directors, officers or Affiliates directly or indirectly to take, any action (including, without limitation, any offering or sale to any Person of the Shares, the Holder shall, if requested Warrants or any Common Stock) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company, confirm in writing, in a form satisfactory Company for the offer and sale to the CompanyPurchasers of the Shares and the Warrants as contemplated by this Agreement, that including, without limitation, the shares filing of a registration statement under the Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Shares and the Warrants as contemplated by this Agreement or any other agreement to which the Company is a party. The Company is eligible to register its Common Stock so purchased are being acquired solely for resale by the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resalePurchasers under Form S-1 promulgated under the Securities 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 Corporation shall not be required 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 issue any shares under any option if the issuance of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in such shares shall constitute a violation by the optionee or by the Corporation of any provisions of any law or regulation of any governmental authority. In addition, in connection with the Securities Act of 1933, as now in effect or hereafter amended (the "Securities Act"), upon exercise of any option, the Corporation shall not be required to issue such shares unless the Board or the Committee, as the case may be, has received evidence satisfactory to it to the effect that the holder of such option will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this connection by the Board or the Committee, as the case may be, shall be final, binding and conclusive. In the event the shares issuable on exercise of an option are not registered under the Securities Act, the Corporation may imprint upon any certificate representing shares so issued the following legend or any other legend which counsel for the Corporation considers necessary or advisable to comply with the Securities Act and with applicable state securities laws. Upon exercise : "The shares of stock represented by this Warrant, certificate have not been registered under the Holder shall, if requested Securities Act of 1933 or under the securities laws of any State and may not be sold or transferred except upon such registration or upon receipt by the Company, confirm in writing, in a form Corporation of an opinion counsel satisfactory to the CompanyCorporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer." The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act; and in the event any shares of Common Stock are so purchased are being acquired solely for registered the Holder’s own account and Corporation may remove any legend on certificates representing such shares. The Corporation shall not as a nominee for be obligated to take any other party, for investment, and not affirmative action in order to cause the exercise of an option or the issuance of shares pursuant thereto to comply with a view toward distribution any law or resaleregulation of any governmental authority. (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. Each Investor acknowledges that, covenants with, and represents and warrants to, each of the Recapitalized BFSC Entities and each of the other Investors as follows: (ia) The Holder of this WarrantSuch Investor is acquiring his, by acceptance hereofher, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely or its Membership Units for the Holder’s his, her, or its 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 investmentinvestment purposes only, and not with a view toward distribution to the assignment of all or resaleany portion of such Membership Units. (b) Such Investor shall not assign all or any portion of his, her, or its Membership Units in a manner which violates any federal or state securities law. (c) the Membership Units are not registered under the Securities Act of 1933 (the "Securities Act") or any applicable state securities laws and such Membership Units are "restricted securities" as defined under the Securities Act. (d) Such Investor has been furnished with such information about the BFSC Entities and the Recapitalized BFSC Entities as he, she, or it has requested and has had the opportunity to communicate with the Directors and/or Managers of the BFSC Entities and the Recapitalized BFSC Entities in order to verify the accuracy of, or amplify upon, the foregoing information. (e) Such Investor has such knowledge and experience in financial business matters that he, she, or it is capable of evaluating the risks and merits of acquiring the Membership Units and has had the opportunity to consult with independent advisors with regard to his, her, or its investment in the Membership Units. (f) Such Investor shall not sell, assign or otherwise transfer his, her, or its Membership Units or any portion thereof: (i) except in accordance with the terms and restrictions that are set forth in the Limited Liability Company Agreement, or (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 1933person or entity who does not make the acknowledgments and agreements set forth herein. (g) Such Investor is an "Accredited Investor" within the meaning of Regulation D under the Securities Act; (h) Such Investor is able to bear the risk of loss of his, AS AMENDEDher, 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 its entire investment in the Membership Units and has no immediate need for the funds that he, she, or it intends to invest in the Recapitalized BFSC Entities. (i) Such Investor has no need for liquidity with respect to his, her, or its investment in the Recapitalized BFSC Entities and is able to bear the economic risk of his, her, or its investment in the Recapitalized BFSC Entities for an indefinite period of time. (j) Such Investor realizes that his, her, or its intended investment in the Recapitalized BFSC Entities is illiquid, is not readily transferable, and that transfer of the Membership Units he, she, or it has or will acquire is in fact restricted.

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 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. Assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 4 hereof, the offer and sale by the Company of the Shares is exempt from (i) The Holder the registration and prospectus delivery requirements of this Warrantthe Securities Act and (ii) the registration and qualification provisions of all applicable state securities and "blue sky" laws. Other than pursuant to an effective registration statement under the Securities Act, by acceptance hereofthe Company has not issued, 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 offered or otherwise dispose of this Warrant or sold any shares of Common Stock (including for this purpose any securities of the same or a similar class as the Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock or any such other securities) within the six (6) month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares as contemplated hereby or (ii) cause the offering of the Shares pursuant to this Agreement to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation integrated with prior offerings by the Company for purposes of the Securities Act or any applicable state securities lawsstockholder approval provisions, including, without limitation, under the rules and regulations of the NASD, as applicable. Upon exercise The Company shall not directly or indirectly take, and shall not permit any of its directors, officers or Affiliates directly or indirectly to take, any action (including, without limitation, any offering or sale to any person or entity of the Shares or any Common Stock) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company for the offer and sale to the Purchasers of the Shares as contemplated by this WarrantAgreement, including, without limitation, the Holder shall, if requested filing of a registration statement under the Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the CompanyCompany or any of its officers, confirm directors or Affiliates in writing, in a form satisfactory to connection with the Company, that offer or sale of the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not Shares as a nominee for contemplated by this Agreement or any other agreement to which the Company is a 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 that this Warrant and the shares of Common Stock Corporation shall not be required 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 issue any shares under any option if the issuance of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in such shares shall constitute a violation by the optionee or by the Corporation of any provisions of any law or regulation of any governmental authority. In addition, in connection with the Securities Act of 1933, as now in effect or hereafter amended (the "Securities Act"), upon exercise of any option, the Corporation shall not be required to issue such shares unless the Board or the. Committee, as the case may be, has received evidence satisfactory to it to the effect that the bolder of such option will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this connection by the Board or the Committee, as the case may be, shall be final, binding and conclusive. In the event the shares issuable on exercise of an option are not registered under the Securities Act, the Corporation may imprint upon any certificate representing shares so issued the following legend or any other legend which counsel for the Corporation considers necessary or advisable to comply with the Securities Act and with applicable state securities laws. Upon exercise : The shares of stock represented by this Warrant, certificate have not been registered under the Holder shall, if requested Securities Act of 1933 or under the securities laws of any State and may not be sold or transferred except upon such registration or upon receipt by the Company, confirm in writing, in a form Corporation of an opinion counsel satisfactory to the CompanyCorporation, in form and substance satisfactory to the Corporation, that registration is not required for such sale or transfer. 9 The Corporation may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act; and in the event any shares of Common Stock are so purchased are being acquired solely for registered the Holder’s own account and Corporation may remove any legend on certificates representing such shares. The Corporation shall not as a nominee for be obligated to take any other party, for investment, and not affirmative action in order to cause the exercise of an option or the issuance of shares pursuant thereto to comply with a view toward distribution any law or resaleregulation of any governmental authority. (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. The Grantee acknowledges that the LTIP Units have not been registered under the Securities Act or under any state securities or "blue sky" law or regulation (icollectively, "Securities Laws") and hereby makes the following representations and covenants as a condition to the grant of LTIP Units: (a) 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 Grantee has not as a nominee for any other partytaken, and for investment, and covenants that the Holder it will not offertake, sell himself or otherwise dispose herself or through any agent acting on his behalf, any action that would subject the issuance or sale of this Warrant or any shares of Common Stock the LTIP Units to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation the registration provisions 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 Companyregistration, qualification or other similar provisions of any Securities Laws, or breach any of the provisions of any Securities Laws, but, rather, that the shares of Common Stock so purchased are being Grantee shall at all times act with regard to the LTIP Units in full compliance with all Securities Laws; (b) The Grantee has acquired solely and, to the extent applicable, is acquiring the LTIP Units for the Holder’s his or her own account for investment and not with no present intention of distributing the LTIP Units or any part thereof; (c) The Grantee is and shall be an "accredited investor" as a nominee for any other partydefined in Section 2(15) and Rule 501(a) of Regulation D of the Securities Act; (d) The Grantee is capable of evaluating the merits and risks of the acquisition and ownership of the LTIP Units and has obtained all information regarding the Partnership (and its applicable affiliates) and the LTIP Units as the Grantee deems appropriate, for investmentand has relied solely upon such information, and the Grantee's own knowledge, experience and investigation, and those of his advisors, and not upon any representations of the Partnership and/or the General Partner, in connection with a view toward distribution or resale.his investment decision in acquiring the LTIP Units; and (iie) All shares The Grantee and his or her professional advisors have had an opportunity to conduct, and have so conducted if so desired, a due diligence investigation of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted the Partnership in connection with a legend the decision to acquire the LTIP Units and in substantially such regard have done all things as the following form (in addition Grantee and they have deemed appropriate and have had an opportunity to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ask questions of and receive answers from the Partnership and the General Partner, AS AMENDEDand have done so, 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 REQUIREDas they have deemed appropriate.

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. (ia) The Holder of this WarrantWarrantholder, by acceptance hereof, acknowledges that the offer and sale of this Warrant and the shares of Common Stock any Shares to be issued upon exercise hereof have not been registered under the Securities Act or under any U.S. state security Law and are being acquired pursuant to an exemption from registration under the Securities Act solely for the HolderWarrantholder’s own account account, and not as a nominee for any other party, and for investmentinvestment with no present intention to distribute this Warrant (or any Shares issuable upon exercise hereof) to any person in violation of the Securities Act or any U.S. state securities Law, and that the Holder Warrantholder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares 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 U.S. 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 resaleLaw. (iib) All shares of Common Stock Except as provided in Section 7(c), this Warrant and any Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (which, in addition the case of the Shares, shall be in the form of an appropriate book entry notation) set forth in Section 4.2 of the Investment Agreement. (c) The Company shall promptly cause such legend to be removed from any certificate or other instrument for this Warrant or the Shares and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to this Warrant or any Shares upon request of (x) the Warrantholder, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required under the Securities Act and applicable state laws or (y) the Warrantholder at a time when the offer and sale of this Warrant or the Shares have been registered under the Securities Act (unless subject to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933transfer restrictions under Rule 144 for affiliates) or may otherwise be transferred pursuant to any applicable rules thereunder, AS AMENDEDincluding eligibility to be transferred if Rule 144 under the Securities Act is available for the sale of this Warrant or the Shares without volume and manner of sale restrictions. (d) The Company and the Warrantholder acknowledge that the Shares issuable upon exercise of this Warrant, 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 REQUIREDincluding the Common Stock issuable upon conversion of the Shares, shall be entitled to the benefits of the Registration Rights Agreement, as the same may be amended, amended and restated or supplemented from time to time.

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. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and Purchaser is an Accredited Investor. Purchaser is acquiring the shares of Common Stock to be issued upon exercise hereof are being acquired solely Shares for the Holder’s its own account and for the purpose of investment only and not as with a nominee view to or for sale in connection with any other partydistribution thereof. Purchaser has such knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Company and has the capacity to protect its own interests in connection therewith. Purchaser acknowledges that neither the Shares nor the Conversion Shares have been registered under the Act or under applicable state securities laws and, and for investmenttherefore, and that neither the Holder will not offerShares nor the Conversion Shares can be transferred, sell sold or otherwise dispose disposed of this Warrant except pursuant to an effective registration or any shares of Common Stock pursuant to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation an exemption from the registration requirements of the Securities Act or any and 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 Purchaser has not been organized or reorganized 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 resalepurpose of acquiring the Shares. (iib) All shares Purchaser hereby acknowledges that copies of Common Stock issued the SEC Filings have been provided (in the case of the March 2005 10-Q, on a confidential basis) or made available to Purchaser. Purchaser has been given, and has availed itself of, the opportunity to obtain information from, and to ask questions and receive answers of, the officers and representatives of the Company to the extent Purchaser deemed necessary to evaluate the information contained therein. Notwithstanding the foregoing, Purchaser acknowledges that there may be material information or developments regarding the Company or its business or operations not reflected or disclosed in the SEC Filings and that, in connection with Purchaser’s purchase of the Shares, Purchaser is not relying on any representation or warranty, oral or written, of any Person (including the Company or any Affiliate, director, officer or representative thereof), except for the express representations and warranties of the Company set forth in Article III hereof. (c) Purchaser acknowledges that upon exercise hereof initial issuance and thereafter until transferred pursuant to an effective registration statement under the Act and qualified under applicable state securities or conversion thereof blue sky laws, the certificate or certificates representing any Shares shall be stamped or imprinted with bear a legend in reading substantially the following form (in addition to any legend required by state securities laws): THESE as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY LAWS AND MAY NOT BE TRANSFERRED, SOLD OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF SUCH EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION FROM REGISTRATION IS NOT REQUIREDTHEREUNDER.

Compliance with Securities Laws. The Grantee acknowledges that the LTIP Units have not been registered under the Securities Act or under any state securities or “blue sky” law or regulation (icollectively, “Securities Laws”) and hereby makes the following representations and covenants as a condition to the grant of LTIP Units: (a) 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 Grantee has not as a nominee for any other partytaken, and for investment, and covenants that the Holder it will not offertake, sell himself or otherwise dispose herself or through any agent acting on his behalf, any action that would subject the issuance or sale of this Warrant or any shares of Common Stock the LTIP Units to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation the registration provisions 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 Companyregistration, qualification or other similar provisions of any Securities Laws, or breach any of the provisions of any Securities Laws, but, rather, that the shares Grantee shall at all times act with regard to the LTIP Units in full compliance with all Securities Laws; (b) The Grantee has acquired and, to the extent applicable, is acquiring the LTIP Units for his or her own account for investment and with no present intention of Common Stock so purchased are being acquired distributing the LTIP Units or any part thereof; (c) The Grantee is and shall be an “accredited investor” as defined in Section 2(15) and Rule 501(a) of Regulation D of the Securities Act; (d) The Grantee is capable of evaluating the merits and risks of the acquisition and ownership of the LTIP Units and has obtained all information regarding the Partnership (and its applicable affiliates) and the LTIP Units as the Grantee deems appropriate, and has relied solely for upon such information, and the HolderGrantee’s own account knowledge, experience and not as a nominee for any other partyinvestigation, for investmentand those of his advisors, and not upon any representations of the Partnership and/or the General Partner, in connection with a view toward distribution or resale.his investment decision in acquiring the LTIP Units; and (iie) All shares The Grantee and his or her professional advisors have had an opportunity to conduct, and have so conducted if so desired, a due diligence investigation of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted the Partnership in connection with a legend the decision to acquire the LTIP Units and in substantially such regard have done all things as the following form (in addition Grantee and they have deemed appropriate and have had an opportunity to any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ask questions of and receive answers from the Partnership and the General Partner, AS AMENDEDand have done so, 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 REQUIREDas they have deemed appropriate.

Compliance with Securities Laws. (i) The Holder Assuming the accuracy of this Warrant, by acceptance the representations and warranties of the Purchaser set forth in Section 4 hereof, acknowledges that this Warrant the offer and sale by the Company of the Shares and the shares Warrants are exempt from the registration and prospectus delivery requirements of Common Stock the Securities Act. Other than pursuant to be issued upon exercise hereof are being acquired solely for an effective registration statement under the Holder’s own account and Securities Act, the Company has not as a nominee for any other partyissued, and for investment, and that the Holder will not offer, sell offered or otherwise dispose of this Warrant or sold any shares of Common Stock (including for this purpose any securities of the same or a similar class as the Common Stock) within the six-month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares and the Warrants as contemplated hereby or (ii) cause the offering of the Shares or the Warrants pursuant to this Agreement to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation integrated with prior offerings by the Company for purposes of the Securities Act or any applicable state securities lawsstockholder approval provisions. Upon exercise The Company shall not directly or indirectly take, and shall not permit any of this Warrantits directors, officers or Affiliates directly or indirectly to take, any action (including, without limitation, any offering or sale to any Person of the Shares, the Holder shall, if requested Warrants or any Common Stock) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company, confirm in writing, in a form satisfactory Company for the offer and sale to the CompanyPurchaser of the Shares and the Warrants as contemplated by this Agreement, that including, without limitation, the shares filing of Common Stock so purchased are being acquired solely for a registration statement under the Holder’s own account Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Shares and not the Warrants as a nominee for contemplated by this Agreement or any other agreement to which the Company is a 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. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges Grantee represents that this Warrant and he is acquiring the shares of Common Stock to be issued upon exercise hereof are being acquired solely Shares on his/her own account for the Holder’s own account purpose of investment and not as with a nominee view to, or for sale in connection with, distribution of any other partyShares. (b) Subject to restrictions on transferability of the Shares stated elsewhere in this Agreement, and for investmentGrantee shall not sell, and that the Holder will not offertransfer, sell assign, pledge, encumber, or otherwise dispose of this Warrant any Shares or any shares beneficial interest therein unless (1) the Shares or beneficial interest, as the case may be, that he proposes to dispose of Common Stock to be issued upon exercise hereof or conversion thereof except are registered in an effective registration statement filed with the Securities and Exchange Commission under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”), or (2) if required by QPAGOS, QPAGOS has received an opinion, in form and substance satisfactory to QPAGOS, from QPAGOS’s legal counsel to the effect that disposition of those Shares or that beneficial interest, as the case may be, does not require registration under 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. (iic) All shares Grantee acknowledges that neither QPAGOS nor any agent of Common Stock issued upon exercise hereof QPAGOS is required to recognize any transfer of any Shares if, in the opinion of counsel for QPAGOS, that transfer would result in violation by QPAGOS of any federal or conversion thereof shall be stamped state law with respect to the offering, issuance, or imprinted sale of securities. (d) At the written request of QPAGOS or any managing underwriter of any underwritten public offering of securities of QPAGOS, Grantee will not, without the prior written consent of QPAGOS or any such managing underwriter, sell, make any short sale of, loan, grant any option for the purchase of, QPAGOS or otherwise encumber, or otherwise dispose of, any Shares during the 180 day period commencing on the effective date of the registration statement relating to any such underwritten public offering of securities. (e) QPAGOS is entitled to endorse the certificates representing the Shares with a legend in substantially the following form legends: (in addition to 1) “The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933laws and neither the securities nor any interest therein may be offered, AS AMENDEDsold, OR ANY APPLICABLE STATE SECURITIES LAWStransferred, pledged or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or state securities laws or an exemption from registration under the Securities Act and state securities laws that, in the opinion of counsel for QPAGOS is available.” (2) “Transferability of the shares represented by this certificate is subject to the terms of the Restricted Stock Grant Agreement dated [ ], between QPAGOS and Grantee. 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 REQUIREDA copy of that Agreement is on file at the offices of Pxxxx xxx xx Xxxxxxx, 000 Xxxx 00XX, Xxxxxx, Del. Cxxxxxxxxx, Mexico, D.F.C.P. 06600.”

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. The Registered Holder (i) The Holder and its transferees and assigns), by acceptance of this Warrant, by acceptance covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, acknowledges that the Warrant Shares, for its own account as an investment and not with a view to distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws 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 no transfer of this Warrant or any shares Warrant Shares shall be permitted unless the Company has received notice of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result such transfer in a violation the form of the Securities Act or any applicable state securities laws. Upon exercise of this Warrantassignment attached hereto as Exhibit B, the Holder shallaccompanied, if requested by the Company, confirm in writing, in a form by an opinion of counsel reasonably satisfactory to the CompanyCompany that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after the registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: "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 (collectively, the "Acts"). Neither the shares nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of Common Stock so purchased in the absence of an effective registration statement with respect to the shares under all of the applicable Acts, or an opinion of counsel satisfactory to Tarrant Apparel Group to the effect that such registrations 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 resalerequired. (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 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. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges Director represents that this Warrant and he/she is acquiring the shares of Common Stock to be issued upon exercise hereof are being acquired solely Shares on his/her own account for the Holder’s own account purpose of investment and not as with a nominee view to, or for sale in connection with, distribution of any other partyShares. (b) Subject to restrictions on transferability of the Shares stated elsewhere in this Agreement, and for investmentDirector shall not sell, and that the Holder will not offertransfer, sell assign, pledge, encumber, or otherwise dispose of this Warrant any Shares or any shares beneficial interest therein unless (1) the Shares or beneficial interest, as the case may be, that he proposes to dispose of Common Stock to be issued upon exercise hereof or conversion thereof except are registered in an effective registration statement filed with the Securities and Exchange Commission under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”), or (2) if required by Propell, Propell has received an opinion, in form and substance satisfactory to Propell, from Propell’s legal counsel to the effect that disposition of those Shares or that beneficial interest, as the case may be, does not require registration under 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. (iic) All shares Director acknowledges that neither Propell nor any agent of Common Stock issued upon exercise hereof Propell is required to recognize any transfer of any Shares if, in the opinion of counsel for Propell, that transfer would result in violation by Propell of any federal or conversion thereof shall be stamped state law with respect to the offering, issuance, or imprinted sale of securities. (d) At the written request of Propell or any managing underwriter of any underwritten public offering of securities of Propell, Director will not, without the prior written consent of Propell or any such managing underwriter, sell, make any short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any Shares during the 180 day period commencing on the effective date of the registration statement relating to any such underwritten public offering of securities. (e) Propell is entitled to endorse the certificates representing the Shares with a legend in substantially the following form legends: (in addition to 1) “The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any legend required by state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933laws and neither the securities nor any interest therein may be offered, AS AMENDEDsold, OR ANY APPLICABLE STATE SECURITIES LAWStransferred, pledged or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or state securities laws or an exemption from registration under the Securities Act and state securities laws that, in the opinion of counsel for Propell Technologies Group, Inc., is available.” (2) “Transferability of the shares represented by this certificate is subject to the terms of the Restricted Stock Grant Agreement dated December , 2014, between Propell Technologies Group, Inc. and Director. 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 REQUIREDA copy of that Agreement is on file at the offices of 1000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxx 00000.”

Compliance with Securities Laws. (i) The Holder of this WarrantHolder, 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 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 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 shares of Common Stock Except as provided in paragraph (iii) below, this Warrant and all certificates representing Warrant Shares 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 subsection (g) upon the Transfer of this Warrant and the Warrant Shares to be purchased upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Act and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144, (B) if any Warrant Shares are delivered pursuant to Section 2(c) six months from the date hereof or (C) upon the Company’s receipt of an opinion of counsel, in form (in addition and substance reasonably satisfactory to the Company, addressed to the Company to the effect that such restrictions are no longer required to ensure compliance with the Act. Whenever such restrictions shall cease and terminate as to any such securities, the holder thereof shall be entitled to receive from the Company (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), a new Warrant (or, in the case of Warrant Shares already represented by stock certificates, new stock certificates) of like tenor not bearing the applicable legend required by paragraph (ii) above relating to the Act and 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 REQUIRED.

Compliance with Securities Laws. (i1) 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 Warrantthe Warrant (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, 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 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 WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof Securities are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investmentnot with a view to or in connection with a distribution, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock the Securities except pursuant to be issued upon exercise hereof or conversion thereof except an effective registration statement under circumstances that will not result in a violation of the Securities Act and under applicable State laws, 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 resalean exemption therefrom. (ii) All shares of Common Stock Except as provided in paragraph (iii) below, this Warrant and all certificates representing Warrant 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 SECURITIES form: THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THEY , AND MAY NOT BE SOLD OR TRANSFERRED IN UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ABSENCE OF SECURITIES ACT AND ANY APPLICABLE STATE LAWS OR (II) THE TRANSACTION IS EXEMPT FROM SUCH REGISTRATION OR AND, IF THE COMPANY REQUESTS, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT TO SUCH REGISTRATION IS NOT REQUIREDEFFECT HAS BEEN RENDERED BY COUNSEL. (iii) Notwithstanding the foregoing, the legend requirement set forth in Section 4(d)(ii) shall terminate with respect to certificates representing Warrant Shares issued upon exercise of the Warrant immediately upon the effectiveness of a registration statement covering the sale of the Warrant Shares.

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. (ia) The Holder of this WarrantWarrantholder, by acceptance hereof, acknowledges that the offer and sale of this Warrant and the shares of Common Stock any Shares to be issued upon exercise hereof have not been registered under the Securities Act or under any U.S. state security Law and are being acquired pursuant to an exemption from registration under the Securities Act solely for the Holder’s Warrantholder*s own account account, and not as a nominee for any other party, and for investmentinvestment with no present intention to distribute this Warrant (or any Shares issuable upon exercise hereof) to any person in violation of the Securities Act or any U.S. state securities Law, and that the Holder Warrantholder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares 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 U.S. 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 resaleLaw. (iib) All shares of Common Stock Except as provided in Section 7(c), this Warrant and any Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (which, in addition the case of the Shares, shall be in the form of an appropriate book entry notation) set forth in Section 4.4(a) of the Investment Agreement. (c) The Company shall promptly cause such legend to be removed from any certificate or other instrument for this Warrant or the Shares and the Company shall deliver all necessary documents to the transfer agent in connection therewith without charge as to this Warrant or any Shares upon request of (x) the Warrantholder, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that such legend is no longer required by under the Securities Act and applicable state securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933laws or (y) the Warrantholder at a time when the offer (d) The Company and the Warrantholder acknowledge that the Shares issuable upon exercise of this Warrant, AS AMENDEDincluding the Common Stock issuable upon conversion of the Shares, 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 REQUIREDshall be entitled to the benefits of the Registration Rights Agreement, as the same may be amended, amended and restated or supplemented from time to time.

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. (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. (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. Each Seller understands and agrees that the following restrictions and limitations are applicable to his purchase and his resales, pledges, hypothecations or other transfers of the Shares pursuant to the Securities Act of 1933, as amended: (ia) The Holder Each Seller agrees that the Shares shall not be sold, pledged, hypothecated or otherwise transferred unless registered under the Securities Act of 1933, as amended and applicable state securities laws or exempted therefrom. (b) As an inducement to the parties to consummate the transactions contemplated by this WarrantAgreement, by acceptance hereofeach Seller will not, acknowledges during the period beginning on the date that this Warrant is 6 months following the closing date and ending 12 months thereafter (the shares "Lock Up Period") (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option, or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of Common Stock the Shares or any securities convertible into or exercisable or exchangeable for the Shares (including, without limitation, the Shares which may be deemed to be issued upon exercise hereof are being acquired solely for beneficially owned by Seller in accordance with the Holder’s own account rules 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 regulations of the Securities Act and Exchange Commission) or (2) enter into any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writingswap or other agreement that transfers, in a form satisfactory whole or in part, any of the economic consequence of ownership of the Shares, whether any such transaction described in (1) or (2) is to be settled by delivery of any of the CompanyShares or such other securities. Notwithstanding the foregoing, that UGHS hereby agrees to release the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee restrictions in this paragraph for any other party, transaction described in (1) or (2) for investment, and up to (but not with exceeding) 1/12 of the Shares per month (on a view toward distribution or resalenon-cumulative basis) during the Lock Up Period. (iic) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a A legend in substantially the following form (in addition applies to any legend required by state securities laws): THESE the Shares and has been or will be placed on the certificates representing the Shares: THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THE OWNERSHIP INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF UGHS' COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACT. ANY DISPOSITION, GRANT OR OTHER TRANSFER OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK UP AGREEMENT, CONTAINED IN A PURCHASE AND SALE AGREEMENT EXECUTED BY THE RECORD HOLDER HEREOF, A COPY OF WHICH WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR.

Compliance with Securities Laws. Counterparty represents and agrees that it has complied, and will comply, in connection with this Transaction and all related or contemporaneous sales and purchases of Shares, with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, including, without limitation, Rule 10b-5 and 13e and Regulation M under the Exchange Act. Each party acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other party that (i) The Holder it has the financial ability to bear the economic risk of this Warrant, by acceptance hereof, acknowledges that this Warrant its investment in the Transaction and the shares is able to bear a total loss 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 its investment, and (ii) it is an “accredited investor” as 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 term is defined in Regulation D as promulgated under circumstances that will not result in a violation of the Securities Act or any applicable and (iii) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws. Upon exercise Counterparty further represents and warrants that: (a) Counterparty is not entering into this Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of this Warrantthe Shares (or any security convertible into or exchangeable for Shares); (b) Counterparty represents and acknowledges that as of the date hereof and without limiting the generality of Section 13.1 of the Equity Definitions, MLI is not making any representations or warranties with respect to the Holder shalltreatment of the Transaction under FASB Statements 149 or 150, if requested EITF Issue No. 00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project; (c) Counterparty is not, and after giving effect to the Transaction contemplated hereby, will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; (d) As of the Trade Date and each date on which a payment or delivery is made by Counterparty hereunder, (i) the Companyassets of Counterparty at their fair valuation exceed the liabilities of Counterparty, confirm in writingincluding contingent liabilities; (ii) the capital of Counterparty is adequate to conduct its business; and (iii) Counterparty has the ability to pay its debts and other obligations as such obligations mature and does not intend to, or believe that it will, incur debt or other obligations beyond its ability to pay as such obligations mature. Account Details: Account for payments to Counterparty: To be advised. Account for payments to MLI: Chase Manhattan Bank, New York ABA#: 000-000-000 FAO: ML Equity Derivatives A/C: 066213118 Account for delivery of Shares to MLI: To be advised. Agreement Regarding Shares: Counterparty agrees that, in a form satisfactory respect of any Shares delivered to the CompanyMLI, that the shares such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and non-assessable and subject to no adverse claims of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party. The issuance of such Shares does not and will not require the consent, for investmentapproval, authorization, registration or qualification of any government authority, except such as shall have been obtained on or before the delivery date of any Shares or as may be required in connection with any Registration Statement filed with respect to any Shares. Bankruptcy Rights: In the event of Counterparty’s bankruptcy, MLI’s rights in connection with this Transaction shall not exceed those rights held by common shareholders. For the avoidance of doubt, the parties acknowledge and agree that MLI’s rights with respect to any other claim arising from this Transaction prior to Counterparty’s bankruptcy shall remain in full force and effect and shall not with a view toward distribution be otherwise abridged or resale. modified in connection herewith. Set-Off: Each party waives any and all rights it may have to set-off, whether arising under any agreement, applicable law or otherwise. Transfer: Neither party may transfer its rights or delegate its obligations under this Transaction without the prior written consent of the other party, except that MLI, after payment in full of the Premium, may assign its rights and delegate its obligations hereunder, in whole or in part, to any other person (iian “Assignee”) All shares without the prior consent of Common Stock issued the Counterparty, effective (the “Transfer Effective Date”) upon exercise hereof delivery to Counterparty of an executed acceptance and assumption by the Assignee (an “Assumption”) of the transferred obligations of MLI under this Transaction (the “Transferred Obligations”). Notwithstanding any other provision in this Confirmation to the contrary requiring or conversion thereof allowing MLI to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, MLI may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform MLI’s obligations in respect of this Transaction and any such designee may assume such obligations. MLI shall be stamped discharged of its obligations to Counterparty to the extent of any such performance. Regulation: MLI is regulated by The Securities and Futures Authority Limited. Indemnity: Seller agrees to indemnify MLI, its Affiliates and their respective directors, officers, agents and controlling parties (each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities, joint and several, to which such Indemnified Party may become subject because of a breach of any representation or imprinted covenant hereunder, in the Agreement or any other agreement relating to the Agreement or Transaction and will reimburse Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of, any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a legend party thereto. Seller will not be liable to an Indemnified Party under the foregoing Indemnity provision to the extent that any loss, claim, damage, liability or expense is found in substantially the following form (in addition a final judgment by a court 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 REQUIREDhave resulted from that Indemnified Party’s gross negligence or willful misconduct.

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. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges and represents 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 not with a view to, or for sale in connection with any distribution thereof; nor with any present intention of distributing or selling same; 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 . (b) The Holder shall, if requested by has made detailed inquiry concerning the Company, confirm in writing, in a form satisfactory its business and its personnel; the officers of the Company have made available to the CompanyHolder any and all written information which it has requested and have answered to the Holder's satisfaction all inquiries made by the Holder, and the Holder has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and is able financially to bear the risks thereof. The Holder understands that the Company proposes to issue and deliver this Warrant and the shares of Common Stock so purchased to be issued upon exercise hereof without compliance with the registration requirements of the Securities Act; that for such purpose the Company will rely upon the representations, warranties, covenants and agreements contained herein; and that such non-compliance with registration is not permissible unless such representations and warranties are being acquired solely for correct and such covenants and agreements performed. The Holder is an "accredited investor" as such term is defined in Rule 501 under the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleAct. (iic) All The Holder (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially and is capable of bearing 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 REQUIREDeconomic risks of such investment.

Compliance with Securities Laws. The undersigned understands and agrees that the following restrictions and limitations are applicable to the undersigned's purchase and resale, pledge, hypothecation, or other transfer of the Note, the Warrant or the Warrant Shares pursuant to the Securities Act, as amended. (ia) The Holder of this Warrantundersigned agrees that neither the Note, by acceptance hereofnor the Warrant nor the Warrant Shares may be sold, 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 partypledged, and for investmenthypothecated, 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 transferred unless registered under circumstances that will not result in a violation of the Securities Act or any and 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 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 laws or resaleexempted therefrom. (iib) All shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a A legend in substantially the following form (in addition has been or will be placed on the Note, the Warrant and the Warrant Shares issued to any legend required by state securities laws): THESE SECURITIES HAVE the undersigned: THIS [NOTE/WARRANT/SHARE] HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY THIS [NOTE/WARRANT/SHARE] HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY'S COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDREQUIRED UNDER SAID ACT. (c) The legends described in subparagraph (b) above will be placed on any new Note, Warrant or stock certificates, as the case may be, issued upon presentment by the undersigned of any Note or Warrant or stock certificates issued to the undersigned for transfer.

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. Unregistered Stock Under Federal Securities Act (ia) The Holder Shareholders, and each of this Warrantthem, by acceptance hereof, acknowledges acknowledge that this Warrant and the shares of the Purchaser’s Common Stock to be issued upon exercise hereof delivered to the Shareholders pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended, referred to in this Agreement as the “1933 Act”, and that, therefore, the shares of Purchaser Common Stock is not transferable, except as permitted under various exemptions contained in the 1933 Act and the Rules of the Securities and Exchange Commission under the 1933 Act. The provisions contained in this paragraph 10.01 are being acquired solely intended to ensure compliance with the 1933 Act. No Distribution of Stock to Public (b) The Shareholders, and each of them, represent and warrant to Purchaser that the Shareholders are acquiring the shares of the Purchaser’s Common Stock under this Agreement for the Holder’s own account and not as a nominee for any other party, and Shareholders’ respective accounts for investment, and not for the purpose of resale or any other distribution of the shares. The Shareholders, and each of them, also represent and warrant that the Holder Shareholders have no present intention of disposing of all or any part of such shares at any particular time, for any particular price or on the happening of any particular circumstances. The Shareholders, and each of them, acknowledge that the Purchaser is relying on the truth and accuracy of the warranties and representations set forth in this paragraph in issuing the shares, without first registering the shares under the 1933 Act. No Transfers in Violation of the 1933 Act (c) The Shareholders, and each of them, covenant and represent that none of the shares of Purchaser’s Common Stock that will be issued to the Shareholders pursuant to this Agreement will be offered, sold, assigned, pledged, transferred or otherwise disposed of, except after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the Securities and Exchange Commission under the 1933 Act. Therefore, the Shareholders, and each of them, agree not offer, to 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 the Purchaser’s Common Stock so purchased are being acquired solely received pursuant to this Agreement, unless the Shareholders: (i) Have delivered to Purchaser a written legal opinion in form and substance satisfactory to counsel for Purchaser, to the Holder’s own account effect that the disposition is permissible under the terms of the 1933 Act and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.regulations under the 1933 Act; (ii) All Have complied with the registration and prospectus requirements of the 1933 Act relating to such a disposition; or (iii) Have presented Purchaser satisfactory evidence that such a disposition is exempt from registration under the 1933 Act. Purchaser shall place a stop transfer order against transfer of shares, until one of the conditions set forth in this paragraph has been met. Investment Legend on Certificates (d) The Shareholders, and each of them, agree that the certificates evidencing the shares of Purchaser Common Stock issued upon exercise hereof the Shareholders will receive under this Agreement will contain the following, 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 similar, legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IS IN EFFECT AS TO THE SECURITIES, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR TRANSFERRED IN AN EXEMPTION FROM THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION ACT IS IN FACT APPLICABLE TO SUCH OFFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDSALE.” Indemnification by the Shareholders (e) If, at any time in the future, the Shareholders sell or otherwise dispose of any of the shares of Common Stock received from Purchaser without registration under the 1933 Act or any similar federal statute that may then be in effect, the Shareholders, and each of them, agree to indemnify and hold harmless Purchaser against any claims, liabilities, penalties, costs and expenses that may be asserted against or suffered by Purchaser as a result of such disposition.

Compliance with Securities Laws. (i) The Holder Company has not taken, and will not take, any action which would subject the sale of the Shares pursuant to this WarrantAgreement to the provisions of Section 5 of the Securities Act, by acceptance or violate the registration or qualification provisions of any securities or blue sky laws of any applicable jurisdiction, and, based in part on the representations of Purchaser in Section 3.6 hereof, acknowledges that the sale of the Shares pursuant to this Warrant Agreement complies is exempt from the registration and delivery requirements of the shares Securities Act and with all applicable requirements of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account federal and not as a nominee for any other partystate securities and blue sky laws. The Company has not, and for investmentdirectly or indirectly, and that the Holder will not offerissued, sell offered or otherwise dispose of this Warrant or sold any shares of Common Stock (including for this purpose any securities of the same or a similar class as the Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock or any such other securities) within the six (6) month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (x) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Securities, as contemplated hereby, or (y) cause the offering of the Securities pursuant to this Agreement to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation integrated with prior offerings by the Company for purposes of the Securities Act or any applicable state securities lawsstockholder approval provisions, including, without limitation, under the rules and regulations of any exchanges or listings on which the Common Stock of the Company is traded or listed, as applicable. Upon exercise The Company shall not, directly or indirectly, take, and shall not permit any of its directors, officers or affiliates, directly or indirectly, to take, any action (including, without limitation, any offering or sale to any person or entity of any of the Common Stock) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company for the offer and sale to the Purchasers of the Shares, as contemplated by this WarrantAgreement, including, without limitation, the Holder shall, if requested filing of a registration statement under the Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the CompanyCompany or any of its officers, confirm directors or affiliates in writingconnection with the offer or sale of the Shares, in as contemplated by this Agreement. The Company undertakes to timely file with the SEC a form satisfactory Form D promulgated under the Securities Act, as required under Regulation D promulgated under the Securities Act, with respect 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 resaleOffering. (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 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 '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. (ia) The Holder Holder, by acceptance of this Warrant, by acceptance hereof, acknowledges that neither this Warrant nor the Warrant Shares have been registered under the Securities Act and represents and warrants to the Company that this Warrant and the shares of Common Stock to be issued upon exercise hereof are is being acquired for investment and not for distribution or resale, solely for the Holder’s 's own account and not as a nominee for any other party, and for investmentperson, and that the Holder will not offer, sell sell, pledge or otherwise dispose of transfer this Warrant or any shares of Common Stock to Warrant Shares except as may be issued upon exercise hereof or conversion thereof except permitted under circumstances that will not result this Warrant and then only (i) in a violation of compliance with the requirements for an available exemption from the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, or (ii) pursuant to an effective registration statement or qualification under 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 Securities Act and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleapplicable state securities laws. (iib) All shares of Common Stock issued upon exercise hereof or conversion thereof Certificates for all Warrant Shares shall be stamped or imprinted with bear a legend in substantially the following form (in addition to any legend required by state securities laws): form: THESE SECURITIES SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE REGISTERED UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD LAWS OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH REGISTRATION IS NOT REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION PREVIOUSLY AGREED TO BY THE COMPANY. .