Common use of Compliance with Securities Laws Clause in Contracts

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (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 Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By The Registered Holder (and its transferees and assigns), by acceptance of this Warrant, the covenants and agrees that such Registered Holder hereby representsis acquiring the Warrants evidenced hereby, warrants and covenants that any shares of stock purchased and, upon exercise of this hereof, the Warrant or acquired upon conversion thereof shall be acquired Shares, for its own account as an investment only and not with a view to, or for sale in connection with, any to distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of . Neither this Warrant for an indefinite period; that nor the Registered Holder understands that Warrant Shares issuable hereunder have been registered under the shares of stock acquired pursuant to the exercise Securities Act or any state securities laws and no transfer of this Warrant or acquired upon conversion thereof will not any Warrant Shares shall be registered permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the 1933 Securities Act (unless otherwise is available for such transfer, except that no such opinion shall be required with respect to the Warrant Shares after the registration for resale of the Warrant Shares has become effective if the Warrant Shares are sold pursuant to the registration statement. Upon any exercise by the Registered Holder of the Warrants prior to effective registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of for resale or except as in accordance with Rule 144 under the 1933 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 and that of 1933, as amended, or the exemption from 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 in the absence of an effective registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available statement with respect to the publicshares under all of the applicable Acts, and other terms and conditions or an opinion of Rule 144 are complied with; and that all stock certificates representing shares of stock issued counsel satisfactory to Bioject Medical Technologies Inc. to the Registered Holder upon exercise of this Warrant or upon conversion of effect that such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSregistrations are not required.”

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants (a) Xxxxxxx acknowledges and covenants agrees that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives none of the Company such information as is necessary to permit the Registered Holder to evaluate the merits BioLargo Shares will be registered, and risks none of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof BioLargo Shares will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the have registration rights, if any, previously granted to . All certificates evidencing the Registered Holder) and BioLargo will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto bear a legend substantially in the following form: THE THESE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP AGREEMENT PROHIBITING THEIR TRANSFER. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR QUALIFIED FOR SALE UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE (COLLECTIVELY, “SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR RESOLD EXCEPT AS PERMITTED QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE EFFECT THAT ANY PROPOSED TRANSFER REGISTRATION OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS. (b) Notwithstanding anything contained in this Agreement to the contrary, no Permitted Transfer shall take place, and the Company shall not recognize any otherwise Permitted Transfer on the books and records of the Company, including without limitation its stock ledger, and shall not recognize a transferee of any otherwise Permitted Transfer as a stockholder of the Company, without full compliance with Federal and applicable state securities laws, including without limitation the furnishing of opinions requested by the Company.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered (i) The Holder understands that the shares of stock acquired pursuant to Warrant and the exercise of this Warrant or acquired upon conversion thereof will not be registered Shares are characterized as “restricted securities” under the 1933 Act (unless otherwise required pursuant to exercise by inasmuch as they are being acquired from the Registered Holder of the registration rightsCompany in a transaction not involving a public offering, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 that under the 1933 Act and applicable regulations thereunder, such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. The Holder understands that the exemption from registration Company is under Rule 144 will not be available no obligation to register any of the securities sold hereunder except as provided in Section 11 hereof. The Holder understands that no public market now exists for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, or the Shares and even then will not be available unless that it is uncertain whether a public market then exists will ever exist for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or the Shares. (ii) This Warrant and all certificates for the Shares issued upon conversion of such shares may have affixed thereto exercise hereof shall be stamped or imprinted with a legend in substantially in the following form: form (in addition to any legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SHARES MAY NOT BE TRANSFERRED SOLD OR RESOLD EXCEPT AS PERMITTED OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A “NO ACTION” LETTER OF THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT EXCHANGE COMMISSION WITH RESPECT TO REGISTRATION SUCH SALE OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO THE EFFECT THAT ANY PROPOSED TRANSFER SUCH SALE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOFFER.”

Compliance with Securities Laws. By The Registered Holder (and its transferees and assigns), by acceptance of this Warrant, the covenants and agrees that such Registered Holder hereby representsis acquiring the Warrants evidenced hereby, warrants and covenants that any shares of stock purchased and, upon exercise of this hereof, the Warrant or acquired upon conversion thereof shall be acquired Shares, for its own account as an investment only and not with a view to, or for sale in connection with, any to distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of . Neither this Warrant for an indefinite period; that nor the Registered Holder understands that Warrant Shares issuable hereunder have been registered under the shares of stock acquired pursuant to the exercise Securities Act or any state securities laws and no transfer of this Warrant or acquired upon conversion thereof will not any Warrant Shares shall be registered permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as EXHIBIT B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the 1933 Securities Act (unless otherwise is available for such transfer, except that no such opinion shall be required pursuant to exercise by after the Registered Holder registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of for resale or except as in accordance with Rule 144 under the 1933 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 and that of 1933, as amended, or the exemption from 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 in the absence of an effective registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available statement with respect to the publicshares under all of the applicable Acts, and other terms and conditions or an opinion of Rule 144 are complied with; and that all stock certificates representing shares of stock issued counsel satisfactory to Tarrant Apparel Group to the Registered Holder upon exercise of this Warrant or upon conversion of effect that such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE registrations are not required."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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants (a) Xxxxxxx acknowledges and covenants agrees that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives none of the Company such information as is necessary to permit the Registered Holder to evaluate the merits Shares will be registered, and risks none of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof Shares will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the have registration rights, if any, previously granted to . All certificates evidencing the Registered Holder) and BioLargo will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto bear a legend substantially in the following form: THE THESE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP AGREEMENT PROHIBITING THEIR TRANSFER. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR QUALIFIED FOR SALE UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE (COLLECTIVELY, “SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR RESOLD EXCEPT AS PERMITTED QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE EFFECT THAT ANY PROPOSED TRANSFER REGISTRATION OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS. (b) Notwithstanding anything contained in this Agreement to the contrary, no Permitted Transfer shall take place, and the Company shall not recognize any otherwise Permitted Transfer on the books and records of the Company, including without limitation its stock ledger, and shall not recognize a transferee of any otherwise Permitted Transfer as a stockholder of the Company, without full compliance with Federal and applicable state securities laws, including without limitation the furnishing of opinions requested by the Company.

Compliance with Securities Laws. By The Registered Holder (and its transferees and assigns), by acceptance of this Warrant, the covenants and agrees that such Registered Holder hereby representsis acquiring the Warrants evidenced hereby, warrants and covenants that any shares of stock purchased and, upon exercise of this hereof, the Warrant or acquired upon conversion thereof shall be acquired Shares, for its own account as an investment only and not with a view to, or for sale in connection with, any to distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of . Neither this Warrant for an indefinite period; that nor the Registered Holder understands that Warrant Shares issuable hereunder have been registered under the shares of stock acquired pursuant to the exercise Securities Act or any state securities laws and no transfer of this Warrant or acquired upon conversion thereof will not any Warrant Shares shall be registered permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as EXHIBIT B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the 1933 Securities Act (unless otherwise is available for such transfer, except that no such opinion shall be required pursuant to exercise by after the Registered Holder registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of for resale or except as in accordance with Rule 144 under the 1933 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 and that of 1933, as amended, or the exemption from 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 in the absence of an effective registration statement with respect to the shares under Rule 144 will not be available for at least one year from all of the date applicable Acts, or an opinion of exercise of this Warrant, subject counsel satisfactory to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 effect that such registrations are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE not required."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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance (i) The Holder of this WarrantWarrant Certificate, by acceptance hereof, acknowledges that the Registered Holder hereby represents, warrants Warrants and covenants that any the shares of stock purchased Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and agrees that the Holder will not acquire the Warrant Stock, offer, sell or otherwise dispose of this Warrant or acquired any shares of Warrant Stock to be issued upon conversion thereof shall be acquired for investment only and not with a view toexercise hereof except pursuant to an effective registration statement, or for sale in connection withan exemption from registration, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this applicable state securities laws. (ii) This Warrant pursuant to Section 2.2, Certificate and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Warrant Stock issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THIS WARRANT CERTIFICATE, THE WARRANTS, AND THE SECURITIES REPRESENTED HEREBY ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"), ”) OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THAT REGISTRATION OF SUCH SECURITIES UNDER THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants The undersigned understands and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; agrees that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate following restrictions and limitations are applicable to obtain from representatives the undersigned's purchase and resale or other transfers of the Company such information as is necessary to permit the Registered Holder to evaluate the merits Shares and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired Warrants pursuant to the exercise of this Warrant for an indefinite period; 0000 Xxx. (a) The undersigned agrees that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will Shares and Warrants shall not be sold or otherwise transferred unless the Shares and Warrants are registered under the 1933 Act and state securities laws, or are exempt therefrom. (unless otherwise required pursuant to exercise by b) A legend in substantially the Registered Holder of following form has been or will be placed on the registration rightscertificate(s) or other document(s), if any, previously granted to evidencing the Registered Holder) Shares and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following formWarrants: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE WITHOUT SUCH REGISTRATION, SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED SOLD OR RESOLD OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER, OR SUCH OTHER EVIDENCE AS PERMITTED UNDER MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT AND ANY OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER RULE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSREGULATION PROMULGATED THEREUNDER. (c) Stop transfer instructions have been or will be imposed with respect to the Shares and Warrants so as to restrict resale or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above.

Compliance with Securities Laws. By acceptance (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or acquired any shares of Warrant Stock to be issued upon conversion thereof shall be acquired for investment only and not with a view toexercise hereof except pursuant to an effective registration statement, or for sale in connection withan exemption from registration, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this applicable state securities laws. (ii) This Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Warrant Stock issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"), ”) OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THAT REGISTRATION OF SUCH SECURITIES UNDER THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Companycompany; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered registered Holder) and will be "“restricted securities" ” within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 ANY THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered (i) Holder understands that the shares of stock acquired pursuant to Warrant and the exercise of this Warrant or acquired upon conversion thereof will not be registered Shares are characterized as “restricted securities” under the 1933 Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under the Securities Act of 1933, as amended (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder“1933 Act”) and will applicable regulations thereunder, such securities may be "restricted securities" within the meaning of Rule 144 resold without registration under the 1933 Act only in certain limited circumstances. In this connection, Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. Holder understands that the Company is under no obligation to register any of the securities sold hereunder except as provided in Section 11 hereof. Holder understands that no public market now exists for any of the Warrants or the Shares and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless it is uncertain whether a public market then exists will ever exist for the stock, adequate information concerning Warrants or the Company is then available to Shares. (ii) This Warrant and all certificates for the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: form (in addition to any legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SHARES MAY NOT BE TRANSFERRED SOLD OR RESOLD EXCEPT AS PERMITTED OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A “NO ACTION” LETTER OF THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT EXCHANGE COMMISSION WITH RESPECT TO REGISTRATION SUCH SALE OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO THE EFFECT THAT ANY PROPOSED TRANSFER SUCH SALE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOFFER.”

Compliance with Securities Laws. By acceptance of this Warrant, (a) The holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered or upon conversion of such shares may have affixed thereto a legend substantially in if no exemption from registration exists) will bear the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE BASED ON AN OPINION LETTER OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO COMPANY OR A NO-ACTION LETTER FROM THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWSEXCHANGE COMMISSION. (b) Without limiting the Investor's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Investor of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Investor's own account and not as a nominee for any other party, and that the Investor will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws. Upon exercise of this Warrant, the Investor shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares of Common Stock so purchased are being acquired solely for the Investor's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (c) Neither this Warrant nor any Share of Common Stock issued upon exercise of this Warrant may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the Act, unless (i) such security has been registered for sale under the Act and registered or qualified under applicable state securities laws relating to the offer an sale of securities, or (ii) exemptions from the registration requirements of the Act and the registration or qualification requirements of all such state securities laws are available and the Company shall have received an opinion of counsel that the proposed sale or other disposition of such securities may be effected without registration under the Act, such counsel and such opinion to be satisfactory to the Company. (d) Investor recognizes that investing in the Warrant and the Warrant Shares involves a high degree of risk, and Investor is in a financial position to hold the Warrant and the Warrant Shares indefinitely and is able to bear the economic risk and withstand a complete loss of its investment in the Warrant and the Warrant Shares. The Investor is a sophisticated investor and is capable of evaluating the merits and risks of investing in the Company. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management, has been given full and complete access to information concerning the Company, and has utilized such access to its satisfaction for the purpose of obtaining information or verifying information and have had the opportunity to inspect the Company's operation. Investor has had the opportunity to ask questions of, and receive answers from, the management of the Company (and any person acting on its behalf) concerning the Warrant and the Warrant Shares and the agreements and transactions contemplated hereby, and to obtain any additional information as Investor may have requested in making its investment decision. The initial Investor in this Warrant is an "accredited investor", as defined by Regulation D promulgated under the Act.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered (i) Holder understands that the shares of stock acquired pursuant to Warrant and the exercise of this Warrant or acquired upon conversion thereof will not be registered Shares are characterized as “restricted securities” under the 1933 Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering, and that under the Securities Act of 1933, as amended (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder“1933 Act”) and will applicable regulations thereunder, such securities may be "restricted securities" within the meaning of Rule 144 resold without registration under the 1933 Act only in certain limited circumstances. In this connection, Xxxxxx represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. Xxxxxx understands that the Company is under no obligation to register any of the securities sold hereunder except as provided in Section 11 hereof. Holder understands that no public market now exists for any of the Warrants or the Shares and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless it is uncertain whether a public market then exists will ever exist for the stock, adequate information concerning Warrants or the Company is then available to Shares. (ii) This Warrant and all certificates for the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: form (in addition to any legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SHARES MAY NOT BE TRANSFERRED SOLD OR RESOLD EXCEPT AS PERMITTED OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A “NO ACTION” LETTER OF THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT EXCHANGE COMMISSION WITH RESPECT TO REGISTRATION SUCH SALE OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO THE EFFECT THAT ANY PROPOSED TRANSFER SUCH SALE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOFFER.”

Compliance with Securities Laws. By The Registered Holder (and its transferees and assigns), by acceptance of this Warrant, the covenants and agrees that such Registered Holder hereby representsis acquiring the Warrants evidenced hereby, warrants and covenants that any shares of stock purchased and, upon exercise of this hereof, the Warrant or acquired upon conversion thereof shall be acquired Shares, for its own account as an investment only and not with a view to, or for sale in connection with, any to distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of . Neither this Warrant for an indefinite period; that nor the Registered Holder understands that Warrant Shares issuable hereunder have been registered under the shares of stock acquired pursuant to the exercise Securities Act or any state securities laws and no transfer of this Warrant or acquired upon conversion thereof will not any Warrant Shares shall be registered permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the 1933 Securities Act (unless otherwise is available for such transfer, except that no such opinion shall be required pursuant to exercise by the Registered Holder after a registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of for resale or except as in accordance with Rule 144 under the 1933 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 and that of 1933, as amended, or the exemption from 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 in the absence of an effective registration statement with respect to the shares under Rule 144 will not be available for at least one year from all of the date applicable Acts, or an opinion of exercise of this Warrant, subject counsel satisfactory to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 effect that such registrations are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSnot required.”

Compliance with Securities Laws. By acceptance (i) The Holder of this Warrant, by acceptance hereof, acknowledges that, in addition to the Registered Holder hereby representsrequirements set forth above, warrants and covenants that any shares of stock purchased upon exercise the transfer of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view tothe Warrant Shares, or for sale in connection with, any distribution thereof; that and the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, is subject to the Holder’s compliance with the provisions of the Securities Act and any special treatment by the SEC for exercise applicable state securities laws in respect of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock any such transfer. (ii) The certificate or certificates representing shares of stock issued to the Registered Holder any Warrant Shares acquired upon exercise of this Warrant or upon conversion Warrant, and any securities issued in respect of such shares may have affixed thereto 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 substantially in is no longer required under the following form: THE Securities Act): THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE STATE REPRESENTED HEREBY, AND MAY NOT BE TRANSFERRED OFFERED, SOLD OR RESOLD EXCEPT AS PERMITTED OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR UNLESS THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT CORPORATION AND ITS COUNSEL THAT ANY PROPOSED TRANSFER OR RESALE SUCH REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSNOT REQUIRED.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND THEY MAY NOT BE TRANSFERRED SOLD OR RESOLD OFFERED FOR SALE EXCEPT AS PERMITTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. (b) Without limiting the Purchaser's right to transfer, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSassign 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 Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By (a) Holder, by acceptance of this Warrant, acknowledges that neither this Warrant nor the Registered Warrant Shares have been registered under the Securities Act and represents and warrants to the Company that this Warrant is being acquired for investment and not for distribution or resale, solely for Holder's own account and not as a nominee for any other person, and that Holder hereby representswill not offer, warrants and covenants that any shares of stock purchased upon exercise of sell, pledge or otherwise transfer this Warrant or acquired upon conversion thereof shall be acquired any Warrant Shares except (i) in compliance with the requirements for investment only an available exemption from the Securities Act and not with a view toany applicable state securities laws, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired (ii) pursuant to the exercise of this Warrant for an indefinite period; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant effective registration statement or acquired upon conversion thereof will not be registered qualification under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available any applicable state securities laws. (b) Certificates for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this all Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto Shares shall bear a legend in substantially in the following form: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")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 LAWS ACT OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED 1933, AS AMENDED, OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT OR AN APPLICABLE EXEMPTION TO THE REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS REQUIREMENTS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN SUCH ACT AND SUCH LAWS EVIDENCED BY A LEGAL OPINION OF COUNSEL IN A FORM AND IN SUBSTANCE SATISFACTORY REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSCOMPANY.

Compliance with Securities Laws. By acceptance of this Warrant, The Holder acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSassign 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 Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND THEY MAY NOT BE TRANSFERRED SOLD OR RESOLD OFFERED FOR SALE EXCEPT AS PERMITTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. (b) Without limiting the Purchaser’s right to transfer, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSassign 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 Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser’s own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By acceptance (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or acquired any shares of Warrant Stock to be issued upon conversion thereof shall be acquired for investment only and not with a view toexercise hereof except pursuant to an effective registration statement, or for sale in connection withan exemption from registration, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this applicable state securities laws. (ii) This Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Warrant Stock issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"), ”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT AND MAY NOT BE TRANSFERRED SOLD OR RESOLD OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT AS PERMITTED (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER SUCH REGISTRATION OR RESALE COMPLIANCE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSNOT REQUIRED.

Compliance with Securities Laws. By The Registered Holder (and its ---------------------------------- transferees and assigns), by acceptance of this Warrant, the covenants and agrees that such Registered Holder hereby representsis acquiring the Warrants evidenced hereby, warrants and covenants that any shares of stock purchased and, upon exercise of this hereof, the Warrant or acquired upon conversion thereof shall be acquired Shares, for its own account as an investment only and not with a view to, or for sale in connection with, any to distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of . Neither this Warrant for an indefinite period; that nor the Registered Holder understands that Warrant Shares issuable hereunder have been registered under the shares of stock acquired pursuant to the exercise Securities Act or any state securities laws and no transfer of this Warrant or acquired upon conversion thereof will not any Warrant Shares shall be registered permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied --------- by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the 1933 Securities Act (unless otherwise is available for such transfer, except that no such opinion shall be required pursuant to exercise by after the Registered Holder registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of for resale or except as in accordance with Rule 144 under the 1933 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 and that of 1933, as amended, or the exemption from 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 in the absence of an effective registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available statement with respect to the publicshares under all of the applicable Acts, and other terms and conditions or an opinion of Rule 144 are complied with; and that all stock certificates representing shares of stock issued counsel satisfactory to U.S. Energy Corp. to the Registered Holder upon exercise of this Warrant or upon conversion of effect that such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE registrations are not required."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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By 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 (including 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 thereof, 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 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 securities law of foreign jurisdictions, or any rules or regulations promulgated thereunder. Upon exercise of this Warrant, the Registered Holder hereby representsshall, warrants and covenants if requested by the Company, confirm in writing in a form satisfactory to the Company, that any the shares of stock Common Stock so purchased upon exercise of this Warrant or are being acquired upon conversion thereof shall be acquired solely for investment only the Holder's own account and not as a nominee for any other party, for investment, and not with a view totoward 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 for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise portion of this Warrant or acquired upon conversion thereof will 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) 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 be registered require registration of such securities under the 1933 Act Act. (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holderc) This Warrant and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in issuable hereunder shall bear the following form: legends: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 OFFERED, SOLD OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOTHERWISE TRANSFERRED, PURSUANT TO REGISTRATION PLEDGED OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSHYPOTHECATED (ii) Any legend required by applicable state law.

Compliance with Securities Laws. By 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 (including 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 thereof, 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 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 securities law of foreign jurisdictions, or any rules or regulations promulgated thereunder. Upon exercise of this Warrant, the Registered Holder hereby representsshall, warrants and covenants if requested by the Company, confirm in writing in a form satisfactory to the Company, that any the shares of stock Common Stock so purchased upon exercise of this Warrant or are being acquired upon conversion thereof shall be acquired solely for investment only the Holder's own account and not as a nominee for any other party, for investment, and not with a view totoward 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 for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise portion of this Warrant or acquired upon conversion thereof 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) 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 be registered require registration of such securities under the 1933 Act Act. (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holderc) This Warrant and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in issuable hereunder shall bear the following form: legends: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 OFFERED, SOLD OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOTHERWISE TRANSFERRED, PURSUANT TO REGISTRATION PLEDGED OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSHYPOTHECATED (ii) Any legend required by applicable state law.

Compliance with Securities Laws. By acceptance of this Warrant(a) Employee represents and warrants to the Company that Employee is acquiring the Shares for his own account, the Registered Holder hereby representsfor investment, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with without a view to, to any sale or for sale distribution thereof in connection with, violation of any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder federal or state securities laws. Employee understands that the shares grant of stock acquired pursuant the Shares to the exercise of this Warrant or acquired upon conversion thereof will Employee has not be been registered under the 1933 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 (unless otherwise a) an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws or (b) an opinion of counsel satisfactory to the Company that such registration is not required. (b) Employee agrees that, if required pursuant to exercise by the Registered Holder of Company, the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant Shares (whether the Shares are Restricted Shares or upon conversion of such shares may have affixed thereto Transferable Shares) shall bear a legend in substantially in the following form: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, EXCHANGED, PLEDGED, HYPOTHECATED OR OTHERWISE ENCUMBERED IN THE ABSENCE OF EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY 1933, AS AMENDED, AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE (2) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT HOWELL CORPORATION THAT ANY PROPOSED TRANSFER OR RESALE SUCH REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSNOT REQUIRED. (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 enter into such additional written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or acquired upon conversion thereof shall be any state securities laws. This Warrant has been acquired for investment only purposes and not with a view toto distribution or resale and may not be pledged, hypothecated, sold or otherwise transferred without an effective registration statement for sale in connection with, such Warrant under the Securities Act or any distribution thereof; that applicable state securities laws or an opinion of counsel provided by the Registered Holder has had such opportunity as such Registered Holder has deemed adequate or other evidence reasonably satisfactory to obtain from representatives of the Company such information as that registration is necessary to permit not required thereunder. Each certificate representing the Registered Holder to evaluate Warrant Shares initially issued upon the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject and each certificate for Warrant Shares issued to any special treatment by the SEC for exercise subsequent transferee of this Warrant pursuant to Section 2.2any such certificate, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE LAW AND MAY NOT BE OFFERED, OR SOLD, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE, NOR MAY THESE SECURITIES BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER ON THE BOOKS OF THE COMPANY, WITHOUT OPINION OF COUNSEL, CONCURRED IN BY COUNSEL FOR THE COMPANY, THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered (i) Holder understands that the shares of stock acquired pursuant to Warrant and the exercise of this Warrant or acquired upon conversion thereof will not be registered Shares are characterized as “restricted securities” under the Securities Act of 1933, as amended (the “1933 Act (unless otherwise required pursuant to exercise by Act”) inasmuch as they are being acquired from the Registered Holder of the registration rightsCompany in a transaction not involving a public offering, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 that under the 1933 Act and applicable regulations thereunder, such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, Xxxxxx represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. Xxxxxx understands that the exemption from registration Company is under Rule 144 will not be available no obligation to register any of the securities sold hereunder except as provided in Section 11 hereof. Holder understands that no public market now exists for at least one year from any of the date of exercise of this Warrant, subject to any special treatment by Warrants or the SEC for exercise of this Warrant pursuant to Section 2.2, Shares and even then will not be available unless that it is uncertain whether a public market then exists will ever exist for the stock, adequate information concerning Warrants or the Company is then available to Shares. (ii) This Warrant and all certificates for the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: form (in addition to any legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SHARES MAY NOT BE TRANSFERRED SOLD OR RESOLD EXCEPT AS PERMITTED OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A “NO ACTION” LETTER OF THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT EXCHANGE COMMISSION WITH RESPECT TO REGISTRATION SUCH SALE OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO THE EFFECT THAT ANY PROPOSED TRANSFER SUCH SALE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOFFER.”

Compliance with Securities Laws. By (a) Holder, by acceptance of this Warrant, acknowledges that neither this Warrant nor the Registered Warrant Shares have been registered under the Securities Act and represents and warrants to the Company that this Warrant is being acquired for investment and not for distribution or resale, solely for Holder's own account and not as a nominee for any other person, and that Holder hereby representswill not offer, warrants and covenants that any shares of stock purchased upon exercise of sell, pledge or otherwise transfer this Warrant or acquired upon conversion thereof shall be acquired any Warrant Shares except (i) in compliance with the requirements for investment only an available exemption from the Securities Act and not with a view toany applicable state securities laws, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired (ii) pursuant to the exercise of this Warrant for an indefinite period; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant effective registration statement or acquired upon conversion thereof will not be registered qualification under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available any applicable state securities laws. (b) Certificates for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this all Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto Shares shall bear a legend in substantially in the following form: THE SECURITIES REPRESENTED HEREBY THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS SUCH SHARES ARE REGISTERED UNDER THE SUCH ACT AND ANY ALL APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE NO SUCH REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSREQUIRED.

Compliance with Securities Laws. By acceptance (a) The Holder agrees and acknowledges that none of this Warrantthese common shares being pledged as security are, the Registered Holder hereby representsand may never be, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not 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 (unless otherwise required of 1933), except in accordance with the provisions of Regulation S, pursuant to exercise by an effective registration statement under the Registered Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state and federal securities laws. (b) The Holder of this Note acknowledges that this Note is being acquired solely for the registration rightsHolder’s own account and not as a nominee for any other party, if anyand for investment, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will Holder shall not be available for at least one year from the date of exercise offer, sell or otherwise dispose of this Warrant, subject to Note. This Note and any special treatment by the SEC Note issued in substitution or replacement there for exercise of this Warrant pursuant to Section 2.2, and even then will not shall be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THIS NOTE AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK PLEDGED HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR RECEIPT BY THE FINANCIAL RISKS MAKER OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM THE FORM, SUBSTANCE AND SUBSTANCE SCOPE REASONABLY SATISFACTORY TO THE ISSUER TO MAKER THAT THIS NOTE AND THE EFFECT THAT ANY PROPOSED TRANSFER SHARES OF COMMON STOCK ISSUABLE UPON DEFAULT HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR RESALE IS IN COMPLIANCE WITH OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE SUCH STATE SECURITIES LAWS. THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS INDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

Compliance with Securities Laws. By acceptance (a) The Purchaser understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (b) Prior and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Registered Holder hereby representsPurchaser shall furnish to the Company such certificates, warrants representations, agreements and covenants other information, including an opinion of counsel, as the Company or the Company’s transfer agent reasonably may require to confirm that any shares such sale or transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of stock purchased the Securities Act, unless such Warrant Shares are being sold or transferred pursuant to an effective registration statement. (c) The Purchaser acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only in order to comply with applicable securities laws, in substantially the following form and not with a view tosubstance, or for sale in connection with, any distribution thereof; that the Registered Holder has had unless such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless Shares are otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration freely tradable under Rule 144 will not be available for at least one year from of the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following formSecurities Act: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSAVAILABLE.

Compliance with Securities Laws. By acceptance (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased Warrant Stock, Series C Warrants and Series D Warrants 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 acquired any shares of Warrant Stock, Series C Warrants and Series D Warrants to be issued upon conversion thereof shall be acquired for investment only and not with a view toexercise hereof except pursuant to an effective registration statement, or for sale in connection withan exemption from registration, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this applicable state securities laws. (ii) This Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Warrant Stock, Series C Warrants and Series D Warrants issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK, SERIES C WARRANTS AND SERIES D WARRANTS ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ) OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THAT REGISTRATION OF SUCH SECURITIES UNDER THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED.

Compliance with Securities Laws. By (a) Holder, by acceptance of this Warrant, acknowledges that neither this Warrant nor the Registered Warrant Shares have been registered under the Securities Act and represents and warrants to the Company that this Warrant is being acquired for investment and not for distribution or resale, solely for Holder's own account and not as a nominee for any other person, and that Holder hereby representswill not offer, warrants and covenants that any shares of stock purchased upon exercise of sell, pledge or otherwise transfer this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares Warrant Shares except as may be acquired permitted under this Warrant and then only (i) in compliance with the requirements for an available exemption from the Securities Act and any applicable state securities laws, or (ii) pursuant to the exercise of this Warrant for an indefinite period; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant effective registration statement or acquired upon conversion thereof will not be registered qualification under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available any applicable state securities laws. (b) Certificates for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this all Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto Shares shall bear a legend in substantially in the following form: THE SECURITIES REPRESENTED HEREBY THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED FOR SALE, SOLD, PLEDGED OR RESOLD EXCEPT AS PERMITTED OTHERWISE TRANSFERRED, UNLESS SUCH SHARES ARE REGISTERED UNDER THE SUCH ACT AND ANY ALL APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE NO SUCH REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSFORM OF OPINION PREVIOUSLY AGREED TO BY THE COMPANY.

Compliance with Securities Laws. By acceptance 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 this Warrantthe Note, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired Warrant Shares pursuant to the exercise of this Securities Act, as amended. (a) The undersigned agrees that neither the Note, nor the Warrant for an indefinite period; that nor the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant Shares may be sold, pledged, hypothecated, or acquired upon conversion thereof will not be otherwise transferred unless registered under the 1933 Securities Act and all applicable state securities laws or exempted therefrom. (unless otherwise required pursuant to exercise by b) A legend in substantially the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and following form has been or will be "restricted securities" within placed on the meaning of Rule 144 under Note, the 1933 Act Warrant and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following formundersigned: THE SECURITIES REPRESENTED HEREBY HAVE THIS [NOTE/WARRANT/SHARE] HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE THIS [NOTE/WARRANT/SHARE] HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OF 1933 OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF THE COMPANY'S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSNOT REQUIRED 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. By acceptance (1) The Holder of this Warrant, or if the Registered Holder hereby representsis a custodian, warrants the beneficial owner of this Warrant, by acceptance hereof, acknowledges that this Warrant and covenants that any the shares of stock purchased 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 except under circumstances that will not result in a violation of any federal or state securities laws. Upon exercise of the Warrant (other than pursuant to the net exercise provision of Section 3(C)), the Holder shall 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 upon conversion thereof shall be acquired solely for investment only the Holder’s own account and not as a nominee for any other party, for investment, and not with a view totoward distribution or resale. (2) All shares of Common Stock issued upon exercise hereof may be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws), or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity so long as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as legend is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following formapplicable law: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RESOLD EXCEPT AS PERMITTED EVIDENCE SATISFACTORY TO THE COMPANY OF AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSRULE 144 UNDER SUCH ACT. 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. By (i) The Holder, by acceptance hereof, acknowledges that the Securities are being acquired solely for the Holder’s own account and not as a nominee for any other party, and not with a view to or in connection with a distribution, and that the Holder will not offer, sell or otherwise dispose of the Securities except pursuant to an effective registration statement under the Securities Act and under applicable State laws, or an exemption therefrom. (ii) Except as provided in paragraph (iii) below, this Warrant, the Registered Holder hereby represents, warrants Warrant and covenants that any shares of stock purchased all certificates representing Warrant Shares issued upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not stamped or imprinted with a view to, or for sale legend in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS OR (II) THE TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR IF THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY REQUESTS, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER COMPANY TO THE SUCH EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSHAS 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. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting AMF’s right to transfer, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSassign 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 Warrant Shares to be issued upon exercise hereof are being acquired solely for AMF’s own account and not as a nominee for any other party, and that AMF will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR APPLICABLE STATE SECURITIES LAWS AND INSTEAD ARE BEING ISSUED PURSUANT TO EXEMPTIONS CONTAINED IN SAID LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR (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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 2) THE ISSUER OF THESE THE SECURITIES MAY REQUIRE REPRESENTED HEREBY SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT IT THAT ANY PROPOSED TRANSFER NO VIOLATION OF SUCH ACT OR RESALE IS SIMILAR STATE LAWS WILL BE INVOLVED IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSSUCH TRANSFER. (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 Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Option Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rightsOption, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the not registered (or if no exemption from registration under Rule 144 exists), will not be available for at least one year from have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Option Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Without limiting the Investor's right to transfer, assign or otherwise convey the Option or Option Shares in compliance with all applicable securities laws, the Investor of this Option, by acceptance hereof, acknowledges that this Option and the Option Shares to be issued upon exercise hereof are being acquired solely for the Investor's own account and not as a nominee for any other party, and that the Investor will not offer, sell or otherwise dispose of this Option or any Option Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants The undersigned understands and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; agrees that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate following restrictions and limitations are applicable to obtain from representatives the undersigned's purchase and resales or other transfers of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired Securities pursuant to the exercise of this Warrant for an indefinite period; 1933 Act. (a) The undersigned agrees that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will Securixxxx xxall not be sold or otherwise transferred unless the Securities are registered under the 1933 Act and state securities laws or are exempt from applicable registration requirements. (unless otherwise required pursuant to exercise by b) A legend in substantially the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and following form has been or will be "restricted securities" within placed on the meaning of Rule 144 under certificate(s) or other document(s) evidencing the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following formSecurities: THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE ACT, HAVE BEEN OBTAINED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OFFERED FOR SALE OR RESOLD EXCEPT AS PERMITTED SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY ACTS WITH RESPECT TO THE ISSUER TO INTERESTS IS THEN IN EFFECT OR EXEMPTIONS FROM THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWSACTS ARE THEN APPLICABLE TO THE OFFER OR SALE. (c) Stop transfer instructions have been or will be imposed with respect to the Securities so as to restrict resale or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above.

Compliance with Securities Laws. By acceptance of The Payee acknowledges and agrees that this WarrantNote is being, and will be, acquired solely for the Registered Holder hereby representsPayee’s own account and not as a nominee for any other party, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment purposes only and not with a view toto the resale or distribution of any part thereof, or for sale in connection with, any distribution thereof; and that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise Payee shall not offer, sell or otherwise dispose of this Warrant for an indefinite period; that the Registered Holder Note other than in compliance with applicable federal and state laws. The Payee understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof Note is a “restricted security” under applicable federal and state securities laws and that such security has not been, and will not be be, registered under the 1933 Securities Act of 1933, as amended (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted “Securities Act”). The Payee represents and warrants to the Registered Holder) and will be "restricted securities" within Company that the meaning Payee is an “accredited investor” as such term is defined in Rule 501 of Rule 144 Regulation D promulgated under the 1933 Act Securities Act. This Note and that the exemption from registration under Rule 144 will not any Note issued in substitution or replacement therefore shall be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THE “THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR UNLESS THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THAT THE ISSUER TO REGISTRATION OF SUCH SECURITIES UNDER THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED.”

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered the Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of this Warrant Stock for an indefinite period; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof Stock will not be registered under the 1933 Securities Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 promulgated under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares Stock may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR UNLESS EITHER (i) THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY HAS RECEIVED AN OPINION OF COUNSEL COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER COMPANY, TO THE EFFECT THAT ANY PROPOSED TRANSFER REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR RESALE (ii) THE SALE OF SUCH SECURITIES IS IN COMPLIANCE WITH MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSACT.

Compliance with Securities Laws. By acceptance (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or acquired any shares of Warrant Stock to be issued upon conversion thereof shall be acquired for investment only and not with a view toexercise hereof except pursuant to an effective registration statement, or for sale in connection withan exemption from registration, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this applicable state securities laws. (ii) This Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Warrant Stock issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES OF SERIES B-2 CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ) OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THAT REGISTRATION OF SUCH SECURITIES UNDER THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED.

Compliance with Securities Laws. By acceptance of this Warrant, The Holder represents and warrants to the Registered Holder hereby represents, warrants and covenants Company that any shares of stock purchased upon exercise of it (a) is acquiring this Warrant or acquired upon conversion thereof shall (including the underlying Warrant Shares into which this Warrant may be acquired exercised) for its own account for investment purposes only and not with a view to, or for sale in connection with, any to a distribution thereof; that the Registered Holder has had such opportunity , (b) is an “accredited investor” as such Registered Holder has deemed adequate to obtain from representatives of term is defined in Rule 501(a) under the Company Securities Act, and (c) understands that this Warrant and the underlying Warrant Shares will, upon purchase, be characterized as “restricted securities” under state and federal securities laws and that under such information as is necessary to permit laws and applicable regulations this Warrant and the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as underlying Warrant Shares may be acquired pursuant to the exercise of this Warrant for an indefinite period; resold without registration under such laws only in certain limited circumstances. The Holder agrees that the Registered Holder understands that the shares of stock acquired pursuant to the exercise it will not sell, convey, transfer or dispose of this Warrant or acquired the underlying Warrant Shares which the Holder may acquire upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant unless such transaction is made pursuant to Section 2.2, 4(a) hereof. This Warrant and even then will not all Warrant Shares (unless registered under the Securities Act) shall be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THE “THIS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, PURSUANT TO OR AN EXEMPTION FROM REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR UNDER THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSLAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.”

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants The undersigned understands and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; agrees that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate following restrictions and limitations are applicable to obtain from representatives the undersigned’s purchase and resales or other transfers of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired Securities pursuant to the exercise of this Warrant for an indefinite period; 1933 Act. The undersigned agrees that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will Securities shall not be sold or otherwise transferred unless the Securities are registered under the 1933 Act (unless otherwise required pursuant to exercise by and state securities laws or are exempt from applicable registration requirements. A legend in substantially the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and following form has been or will be "restricted securities" within placed on the meaning of Rule 144 under certificate(s) or other document(s) evidencing the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following formSecurities: THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE ACT, HAVE BEEN OBTAINED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OFFERED FOR SALE OR RESOLD EXCEPT AS PERMITTED SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY ACTS WITH RESPECT TO THE ISSUER TO INTERESTS IS THEN IN EFFECT OR EXEMPTIONS FROM THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWSACTS ARE THEN APPLICABLE TO THE OFFER OR SALE. Stop transfer instructions have been or will be imposed with respect to the Securities so as to restrict resale or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above.

Compliance with Securities Laws. By acceptance Prior to the issuance of this Warranta certificate(s) for any Shares, the Registered Holder hereby representsConsultant shall enter into such written representations, warrants warranties and covenants that any shares agreements as the Board of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives Directors of the Company such information may reasonably request in order to comply with applicable federal and state securities laws or with this Agreement. In addition to the foregoing, the Consultant hereby represents and warrants to the Company as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; follows: (a) The Consultant acknowledges that the Registered Holder is able Shares constitute securities under the Securities Act, and the applicable state securities laws (the Securities Act and such state securities laws being collectively referred to bear as the economic risk "Acts"). (b) The Consultant understands and agrees that notwithstanding any other provision in this Agreement the transfer of holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will Shares has not be been registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act Acts in reliance upon exemptions therefrom from non-public offerings and that the exemption from registration under Rule 144 certificates representing the Shares will be legended in the manner set forth below, the Shares must be held indefinitely and the Consultant may not be available for at least one year able to sell or dispose of any of the Shares unless the sale thereof is subsequently registered under the Acts or an exemption or exemptions from the date of exercise such registration are available, except as set forth in Section 6 of this WarrantAgreement, subject the Company has no obligation to so register any special treatment by of the SEC for exercise of this Warrant Shares, and, if and until such time as the Shares are registered pursuant to Section 2.26 above, and even then will not be available unless a public market then exists for that prior to any proposed transfer of any of the stockShares by the Consultant, adequate information concerning the Consultant must provide the Company is then available with an opinion reasonably satisfactory to its counsel, that any proposed transfer of Shares by the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant Consultant does not violate any applicable federal or upon conversion of such shares may have affixed thereto a legend substantially in the following form: state securities laws. THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR ANY STATE SECURITIES LAWS (THE "ACTACTS"), OR UNDER . THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION SUCH ACTS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED TRANSFER OR RESALE SUCH REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSNOT REQUIRED. Such certificates shall also be conspicuously endorsed on the front thereof substantially as follows: SEE RESTRICTIVE LEGENDS ON REVERSE SIDE (c) The Consultant is an "accredited investor" as such term is defined in Rule 501 (a) under the Securities Act. (d) The Consultant has such knowledge and experience in financial and business matters that the Consultant is capable of evaluating the merits and risks of his acquisition of the Shares. (e) The Consultant has had access to and an opportunity to inspect all relevant information relating to the Company to enable the Consultant to evaluate the merits and risks of Consultant's acquisition of the Shares. The Consultant also has had the opportunity to ask questions and receive answers respecting, and to obtain such additional information as the Consultant has desired regarding the business, financial condition and affairs of the Company. (f) The Consultant's acquisition of the Shares is for the Consultant's own account, is for investment purposes, and is without a view to, or for offer or sale for the Company in connection with, any distribution of the Shares. The Consultant is not participating and does not have a participation in any such distribution or the underwriting of any such distribution.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered (i) Holder understands that the shares of stock acquired pursuant to Warrant and the exercise of this Warrant or acquired upon conversion thereof will not be registered Shares are characterized as “restricted securities” under the 1933 Securities Act of 1933, as amended (unless otherwise required pursuant to exercise by the Registered Holder of “1993 Act”) inasmuch as they are being acquired from the registration rightsCompany in a transaction not involving a public offering, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 that under the 1933 Act and applicable regulations thereunder, such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. Holder understands that the exemption from registration Company is under Rule 144 will not be available no obligation to register any of the securities sold hereunder except as provided in Section 11 hereof. Holder understands that no public market now exists for at least one year from any of the date of exercise of this Warrant, subject to any special treatment by Warrants or the SEC for exercise of this Warrant pursuant to Section 2.2, Shares and even then will not be available unless that it is uncertain whether a public market then exists will ever exist for the stock, adequate information concerning Warrants or the Company is then available to Shares. (ii) This Warrant and all certificates for the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: form (in addition to any legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SHARES MAY NOT BE TRANSFERRED SOLD OR RESOLD EXCEPT AS PERMITTED OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A “NO ACTION” LETTER OF THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT EXCHANGE COMMISSION WITH RESPECT TO REGISTRATION SUCH SALE OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO THE EFFECT THAT ANY PROPOSED TRANSFER SUCH SALE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOFFER.”

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock Shares purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its his investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares Shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Registered Holder understands that the shares of stock Shares acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Securities Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "“restricted securities" ” within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available for at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES THE SHARES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance (a) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased Warrant Shares to be issued upon exercise of 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 this Warrant or acquired any Warrant Shares to be issued upon conversion thereof exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws. (b) All certificates representing the Warrant Shares shall be acquired for investment only and not stamped or imprinted with a view to, or for sale legend in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED ISSUED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (OR ANY STATE SECURITIES LAWS. THE "ACT")SECURITIES ISSUED HEREBY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY 1933, AS AMENDED AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT LAWS AS TO REGISTRATION THE SECURITIES ISSUED HEREBY OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT YI XIN INTERNATIONAL COPPER, INC. THAT ANY PROPOSED TRANSFER OR RESALE SUCH REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSNOT REQUIRED.

Compliance with Securities Laws. By acceptance (1) The holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased 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 acquired 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 state securities laws. (2) The Warrant Shares and any other securities issued upon exercise hereof or conversion thereof shall be acquired for investment only and not stamped or imprinted with a view to, or for sale legend in connection with, any distribution thereof; that substantially the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment following form (in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject addition to any special treatment legend required by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: state securities laws): “THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT")”) OR WITH ANY SECURITIES COMMISSION UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR UNDER IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR RESOLD EXCEPT AS PERMITTED OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE COVERING SUCH SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE RECEIVES AN OPINION OF COUNSEL IN FORM STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND SUBSTANCE SATISFACTORY TO PROSPECTUS DELIVERY REQUIREMENTS OF THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSACT.”

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants The undersigned understands and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; agrees that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate following restrictions and limitations are applicable to obtain from representatives the undersigned's purchase and resale or other transfers of the Company such information as is necessary to permit the Registered Holder to evaluate the merits Shares and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired Warrants pursuant to the exercise of this Warrant for an indefinite period; 1000 Xxx. (a) The undersigned agrees that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will Shares and Warrants shall not be sold or otherwise transferred unless the Shares and Warrants are registered under the 1933 Act and state securities laws, or are exempt therefrom. (unless otherwise required pursuant to exercise by b) A legend in substantially the Registered Holder of following form has been or will be placed on the registration rightscertificate(s) or other document(s), if any, previously granted to evidencing the Registered Holder) Shares and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following formWarrants: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE WITHOUT SUCH REGISTRATION, SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED SOLD OR RESOLD OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER, OR SUCH OTHER EVIDENCE AS PERMITTED UNDER MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT AND ANY OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER RULE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSREGULATION PROMULGATED THEREUNDER. (c) Stop transfer instructions have been or will be imposed with respect to the Shares and Warrants so as to restrict resale or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (b) above.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that it is an “accredited investor” as that term is defined in Regulation D promulgated under the Act, that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "“restricted securities" ” within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED (THE "ACT")AMENDED, 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By The Registered Holder (and its transferees and assigns), by acceptance of this Warrant, the covenants and agrees that such Registered Holder hereby representsis acquiring the Warrants evidenced hereby, warrants and covenants that any shares of stock purchased and, upon exercise of this hereof, the Warrant or acquired upon conversion thereof shall be acquired Shares, for its own account as an investment only and not with a view to, or for sale in connection with, any to distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to the exercise of . Neither this Warrant for an indefinite period; that nor the Registered Holder understands that Warrant Shares issuable hereunder have been registered under the shares of stock acquired pursuant to the exercise Securities Act or any state securities laws and no transfer of this Warrant or acquired upon conversion thereof will not any Warrant Shares shall be registered permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the 1933 Securities Act (unless otherwise is available for such transfer, except that no such opinion shall be required pursuant to exercise by after the Registered Holder registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of for resale or except as in accordance with Rule 144 under the 1933 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 and that of 1933, as amended, or the exemption from 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 in the absence of an effective registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available statement with respect to the publicshares under all of the applicable Acts, and other terms and conditions or an opinion of Rule 144 are complied with; and that all stock certificates representing shares of stock issued counsel satisfactory to Tarrant Apparel Group to the Registered Holder upon exercise of this Warrant or upon conversion of effect that such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE registrations are not required."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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser’s right to transfer, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSassign 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 Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser’s own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By (a) Holder, by acceptance of this Warrant, acknowledges that neither this Warrant nor the Registered Warrant Shares have been registered under the Securities Act and represents and warrants to the Company that this Warrant is being acquired for investment and not for distribution or resale, solely for Holder's own account and not as a nominee for any other person, and that Holder hereby representswill not offer, warrants and covenants that any shares of stock purchased upon exercise of sell, pledge or otherwise transfer this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered Holder is able to bear the economic risk of holding such shares Warrant Shares except as may be acquired permitted under this Warrant and then only (i) in compliance with the requirements for an available exemption from the Securities Act and any applicable state securities laws, or (ii) pursuant to the exercise of this Warrant for an indefinite period; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant effective registration statement or acquired upon conversion thereof will not be registered qualification under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Securities Act and that the exemption from registration under Rule 144 will not be available any applicable state securities laws. (b) Certificates for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this all Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto Shares shall bear a legend in substantially in the following form: THE SECURITIES REPRESENTED HEREBY THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), 1933 OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS SUCH SHARES ARE REGISTERED UNDER THE SUCH ACT AND ANY ALL APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER COMPANY AND ITS COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE NO SUCH REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSFORM OF OPINION PREVIOUSLY AGREED TO BY THE COMPANY. .

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered (i) Holder understands that the shares Warrant and the Shares are characterized as “restricted securities” under the Securities Act of stock 1933, as amended (the “1933 Act”) inasmuch as they are being acquired pursuant to from the exercise of this Warrant or acquired upon conversion thereof will Company in a transaction not involving a public offering, and that under 1933 Act and applicable regulations thereunder, such securities may be registered resold without registration under the 1933 Act (unless otherwise required pursuant to exercise only in certain limited circumstances. In this connection, Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Registered 1933 Act. Holder understands that the Company is under no obligation to register any of the registration rights, if any, previously granted to securities sold hereunder except as provided in Section 11 hereof. Holder understands that no public market now exists for any of the Registered Holder) and will be "restricted securities" within Warrants or the meaning of Rule 144 under the 1933 Act Shares and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless it is uncertain whether a public market then exists will ever exist for the stock, adequate information concerning Warrants or the Company is then available to Shares. (ii) This Warrant and all certificates for the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: form (in addition to any legend required by state securities laws): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (. THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SHARES MAY NOT BE TRANSFERRED SOLD OR RESOLD EXCEPT AS PERMITTED OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, (B) A “NO ACTION” LETTER OF THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT EXCHANGE COMMISSION WITH RESPECT TO REGISTRATION SUCH SALE OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE OFFER OR (C) SATISFACTORY ASSURANCES TO THE ISSUER CORPORATION THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO THE EFFECT THAT ANY PROPOSED TRANSFER SUCH SALE OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSOFFER.”

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR UPON DELIVERY TO THE COMPANY 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN A FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER COMPANY THAT SUCH SALE IS PERMISSIBLE PURSUANT TO AN AVAILABLE EXEMPTION FROM OR IS NOT SUBJECT TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IS IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (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 Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser’s own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereofonly; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.22(b), and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES WARRANTS REPRESENTED HEREBY HEREBY, AND ALL SHARES OF CAPITAL STOCK ISSUABLE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATECERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED REMITTED UNDER THE ACT AND ANY THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, the Registered Holder hereby represents, warrants and covenants that he/she/it is an "accredited investor" as that term is defined under Rule 501 of Regulation D, that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; , that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will may not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by unless net exercised (in which case the SEC for exercise of this Warrant pursuant to Section 2.2holding period shall start earlier), and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered or upon conversion of such shares may have affixed thereto a legend substantially in if no exemption from registration exists) will bear the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE BASED ON AN OPINION LETTER OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO COMPANY OR A NO-ACTION LETTER FROM THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT SECURITIES AND ANY APPLICABLE STATE SECURITIES LAWSEXCHANGE COMMISSION. (b) Without limiting the Investor's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Investor of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Investor's own account and not as a nominee for any other party, and that the Investor will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws. Upon exercise of this Warrant, the Investor shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares of Common Stock so purchased are being acquired solely for the Investor's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (c) Neither this Warrant nor any Share of Common Stock issued upon exercise of this Warrant may be offered for sale or sold, or otherwise transferred or sold in any transaction which would constitute a sale thereof within the meaning of the Act, unless (i) such security has been registered for sale under the Act and registered or qualified under applicable state securities laws relating to the offer an sale of securities, or (ii) exemptions from the registration requirements of the Act and the registration or qualification requirements of all such (d) Investor recognizes that investing in the Warrant and the Warrant Shares involves a high degree of risk, and Investor is in a financial position to hold the Warrant and the Warrant Shares indefinitely and is able to bear the economic risk and withstand a complete loss of its investment in the Warrant and the Warrant Shares. The Investor is a sophisticated investor and is capable of evaluating the merits and risks of investing in the Company. The Investor has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management, has been given full and complete access to information concerning the Company, and has utilized such access to its satisfaction for the purpose of obtaining information or verifying information and have had the opportunity to inspect the Company's operation. Investor has had the opportunity to ask questions of, and receive answers from, the management of the Company (and any person acting on its behalf) concerning the Warrant and the Warrant Shares and the agreements and transactions contemplated hereby, and to obtain any additional information as Investor may have requested in making its investment decision. The initial Investor in this Warrant is an "accredited investor", as defined by Regulation D promulgated under the Act.

Compliance with Securities Laws. By acceptance (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant or the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased Warrant Stock to be issued upon exercise hereof, as applicable, are being acquired 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 acquired any shares of Warrant Stock to be issued upon conversion thereof shall be acquired for investment only and not with a view toexercise hereof, except pursuant to an effective registration statement, or for sale an exemption from registration, under the Securities Act and any applicable state securities laws. (ii) Except as provided in connection withSection 2(f)(iii), any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Warrant Stock issued to the Registered Holder upon exercise of this Warrant hereof shall be stamped or upon conversion of such shares may have affixed thereto imprinted with a legend in substantially in the following form: THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE VISUALMED CLINICAL SOLUTION CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THAT REGISTRATION OF SUCH SECURITIES UNDER THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED.

Compliance with Securities Laws. By (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise of this Warrant 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, assign, transfer or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise of this Warrant except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Registered Holder hereby representsshall, warrants 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 covenants 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. (ii) The certificate(s) representing any shares of stock purchased Common Stock issued upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not stamped or imprinted with a view to, or for sale legend in connection with, any distribution thereof; that substantially the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment following form (in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject addition to any special treatment legend required by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Registered Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form: THE state securities laws): THESE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR RESOLD EXCEPT AS PERMITTED HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THESE SECURITIES UNDER THE ACT AND ANY OR APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. By acceptance of this Warrant, (a) The Holder hereof acknowledges that the Registered Holder hereby represents, warrants and covenants that any shares of stock purchased upon exercise of this Warrant or Shares acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Registered Holder to evaluate the merits and risks of its investment in the Company; that the Registered 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; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment 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 SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock Shares issued to the Registered Holder upon exercise of this Warrant (if not registered, for resale or upon conversion of such shares may have affixed thereto a legend otherwise, or if no exemption from registration exists) will bear substantially in the following formlegend: THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ANY STATE. THESE THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Without limiting the Investor's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Investor of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Investor's own account and not as a nominee for any other party, and that the Investor will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.