Common use of Compliance with Securities Laws Clause in Contracts

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

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, represents that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as amended, as presently in effect. ii. The Holder acknowledges that this Warrant is being, and the shares of Common Stock to be issued upon exercise hereof are being Warrant Shares would be, acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased Warrant Shares are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) iii. This Warrant and all shares of Common Stock issued upon exercise hereof Warrant Shares shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) . The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of or the WarrantWarrant Shares, the legend set forth in Section 7(e)(ii7(E)(iii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145either Rule 144(k) or after a sale in the public market in compliance with Rule 144.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereofthereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend legends in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICESOFFICES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE WITHOUT THE PRIOR APPROVAL OF THE VANCOUVER STOCK EXCHANGE UNTIL SEPTEMBER 30, 1998. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (ia) The Holder Notwithstanding anything herein to the contrary, the Option shall not be exercisable by the Optionee unless a registration statement (a "Registration Statement") under the Securities Act of this Warrant1933, by acceptance hereof, acknowledges that this Warrant as amended (the "Securities Act") with respect to the Shares shall be effective and current at the time of exercise or there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such exercise. The Optionee hereby represents and warrants to the Company that, unless such a Registration Statement is effective and current at the time of exercise of the Option, any Shares will be issued upon exercise hereof are being acquired solely by the Optionee for the Holder’s his own account account, for investment only and not as with a nominee for view to the resale or distribution thereof. In any other partyevent, and for investment, and that the Holder will not offer, sell Optionee shall notify the Company of any proposed resale of the Shares. Any subsequent resale or otherwise dispose distribution of this Warrant or any shares of Common Stock by the Optionee shall be made only pursuant to be issued upon exercise hereof except a Registration Statement under circumstances that will not result in the Securities Act which is effective and current with respect to the sale of shares of Common Stock being sold, or a violation specific exemption from the registration requirements of the Act or any applicable state securities laws. Upon exercise of this WarrantSecurities Act, but in claiming such exemption, the Holder Optionee shall, if requested prior to any offer of sale or sale of the Shares, provide the Company (unless waived by the Company, confirm in writing) with a favorable written opinion of counsel, in a form and substance satisfactory to the Company, that as to the shares applicability of Common Stock so purchased are being acquired solely for such exemption to the Holder’s own account proposed sale or distribution. Such representations and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares warranties shall also be deemed to be made by the Optionee upon each exercise of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Option. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptlyuse its commercially reasonable efforts to register the Shares under the Securities Act pursuant to a Registration Statement on Form S-8, upon if available, or such other "short form" which may reasonably be available. (b) The Shares may be sold only in compliance with applicable laws respecting the request sale of stock or securities of the holder Company by officers, directors and control persons, including applicable provisions of Rule 144 promulgated under the Securities Act of 1933. (c) The Optionee represents and agrees that the Optionee will comply with all applicable laws relating to this Warrant Contract and Securities issuable upon the grant and exercise of the WarrantOption and the disposition of the Shares, including without limitation, federal and state securities and "blue sky" laws. (d) Notwithstanding anything herein to the contrary, if at any time the Board (or the Stock Option Committee or any other designated committee of the Board) shall determine, in its discretion, that the listing or qualification of the Shares on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to, or in connection with, the legend set forth issuance of any Shares hereunder, the Option may not be exercised in Section 7(e)(ii) above from whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145Board (or the Stock Option Committee or any other designated committee of the Board).

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, pledge, hypothecate or otherwise transfer or dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities or blue sky laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) The Holder of this Warrant understands that neither this Warrant nor the Shares have been registered under the Securities Act. The Holder of this Warrant also understands that the Warrant and the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Holder’s representations contained herein. (iii) The Holder hereby represents and warrants that the Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Holder must bear the economic risk of this investment indefinitely unless the Warrant (or the Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. The Holder understands that the Company has no present intention of registering the Warrant or the Shares. The Holder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Holder to transfer all or any portion of the Warrant or the Shares under the circumstances, in the amounts or at the times the Holder might propose. (iv) The Holder represents and warrants that it is a governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal). (v) This Warrant and all shares of Common Stock Shares issued upon exercise hereof shall be stamped or imprinted with a legend legends in substantially the following form forms (in addition to any legend required by state securities laws): laws or any agreement to which the Holder is a party): (A) “THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. SUCH THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IN ITS SOLE DISCRETION, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR SHARES ISSUED HEREUNDER ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY SECURITIES REPRESENTED BY THIS CERTIFICATE.” (B) “THE SECURITIES FOR WHICH THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN EXERCISED ARE SUBJECT TO THE ABSENCE TERMS AND CONDITIONS OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTAMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT BY AND AMONG THE HOLDER, THE CORPORATION AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY AND AN AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE AGREEMENTS MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCOMPANY. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.”

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

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, represents that it is an “accredited investor” within the meaning of Rule 501 under the Securities Act, as presently in effect. ii. The Holder acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof thereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) iii. This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) . The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii5(E)(iii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock securities to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account for investment and not as a nominee for any other party, for investment, and not with a view toward the resale or distribution or resalethereof. (ii) This Warrant and all certificates representing any shares of Common Stock issued issuable upon exercise hereof shall be stamped or imprinted with bear a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTACT AND LAWS. COPIES OF THE AGREEMENT WARRANT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Preferred Stock or Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Preferred Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, Warrant ,the legend set forth in Section 7(e)(ii6(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by By acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shallhereby represents, if requested by the Company, confirm in writing, in a form satisfactory to the Company, warrants and covenants that the shares any Warrant Share purchased upon exercise of Common Stock so purchased are being this Warrant or any Ordinary Share acquired solely upon conversion thereof shall be acquired for the Holder’s own account and not as a nominee for any other party, for investment, investment only and not with a view toward to, or for sale in connection with, any distribution thereof in the United States; that the Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the company; that the Holder is able to bear the economic risk of holding such Warrant Shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the Warrant Shares acquired pursuant to the exercise of this Warrant or resale. Ordinary Shares acquired upon conversion thereof will not be registered under the Securities Act (iiunless otherwise required pursuant to exercise by the Holder of the registration rights, if any, previously granted to the Holder) This and will be “restricted securities” within the meaning of Rule 144 under the Securities Act; and that all share certificates representing Warrant and all shares of Common Stock Shares issued to the Holder upon exercise hereof shall be stamped of this Warrant or imprinted with Ordinary Shares upon conversion of such Warrant Shares may have affixed thereto a legend substantially in substantially the following form (in addition to any legend required by state securities laws): form: THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND ANY SECURITIES OR SHARES ISSUED HEREUNDER RESALE AND MAY NOT BE SOLD TRANSFERRED OR TRANSFERRED IN RESOLD EXCEPT AS PERMITTED UNDER THE ABSENCE ACT AND THE APPLICABLE STATE SECURITIES LAWS. INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF SUCH REGISTRATION OR THIS INVESTMENT FOR AN EXEMPTION THEREFROM UNDER SAID ACTINDEFINITE PERIOD OF TIME. COPIES OF THE AGREEMENT COVERING THE PURCHASE ISSUER OF THESE SECURITIES SHARES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND RESTRICTING THEIR SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY RESALE IS IN COMPLIANCE WITH THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESACT AND ANY APPLICABLE STATE SECURITIES LAWS. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) 1. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and or the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. 2. Except as provided in paragraph (iiiii) This below, this Warrant and all certificates representing shares of Common Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): 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. SUCH , AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES LAWS AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD EXERCISED BY OR TRANSFERRED ON BEHALF OF ANY U.S. PERSON, OR SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS IN ACCORDANCE WITH REGULATION S OF THE ABSENCE ACT, REGISTERED UNDER THAT ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR VIRTUAL COMMUNITIES, INC. (THE "COMPANY") SHALL HAVE RECEIVED AN OPINION, IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL WHO IS REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM SECURITIES UNDER SAID ACT. COPIES THE SECURITIES ACT AND UNDER THE PROVISIONS OF THE AGREEMENT COVERING THE PURCHASE OF THESE APPLICABLE FEDERAL AND STATE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESLAWS IS NOT REQUIRED. 3. The restrictions imposed by this subsection (iiie) The Company agrees to remove promptly, upon the request of the holder transfer of this Warrant and Securities issuable or the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been resold pursuant to being effectively registered under the Securities Act, (B) upon the Issuer's receipt of an opinion of counsel, in form and substance reasonably satisfactory to the WarrantIssuer, addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws or (C) upon the Issuer's receipt of other evidence reasonably satisfactory to the Issuer that such registration and qualification under state securities laws is not required. Whenever such restrictions shall cease and terminate as to any such securities, the Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legend set forth in Section 7(e)(iirequired by paragraph (ii) above from relating to the documents/certificates for such Securities Act and applicable state securities upon full compliance with this Agreement and Rules 144 and 145laws.

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise exercised hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. ; provided, however, that the Holder shall be able to transfer such Warrant or Shares (iix) as provided in subparagraph (b) above and (y) in such other transactions as may be effected without registration pursuant to the Act or qualification pursuant to any relevant state securities laws and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant and all shares of Common Stock Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTTHE ACT AND ANY APPLICABLE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICES. (iii) OFFICES OF THE COMPANY. Representations and Warranties by the Holder. The Holder represents and warrants to the Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.as follows:

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, pledge, hypothecate or otherwise transfer or dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities or blue sky laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) The Holder of this Warrant is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act). (iii) This Warrant and all shares of Common Stock Shares issued upon exercise hereof shall be stamped or imprinted with a legend legends in substantially the following form forms (in addition to any legend required by state securities laws): laws or any agreement to which the Holder is a party): (A) “THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. SUCH THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IN ITS SOLE DISCRETION, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR SHARES ISSUED HEREUNDER ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY SECURITIES REPRESENTED BY THIS CERTIFICATE.” (B) “THE SECURITIES FOR WHICH THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN EXERCISED ARE SUBJECT TO THE ABSENCE TERMS AND CONDITIONS OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTAMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT BY AND AMONG THE HOLDER, THE CORPORATION AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY AND AN AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE AGREEMENTS MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCOMPANY. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.”

Compliance with Securities Laws. (ia) The Holder of this Warrant, by the acceptance hereof, acknowledges represents and warrants that it is acquiring this Warrant and the shares of Common Stock to be issued Warrant Shares issuable 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 the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s its own account and not as a nominee for any other party, for investment, investment only and not with a view toward towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or resaleexempted under the Securities Act. The Holder further represents, by acceptance hereof, that, as of the date hereof, such Holder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under by the Securities and Exchange Commission under the Securities Act. (iib) This Until sold pursuant to the provisions of Rule 144 or otherwise registered under the Securities Act, the Warrant and all shares Shares issued on exercise of Common Stock issued upon exercise hereof the Warrants shall be stamped subject to a stop transfer order and the certificate or imprinted with a legend in substantially certificates representing the Warrant Shares shall bear the following form (in addition to any legend required by state securities laws): legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. SUCH THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ABSENCE OF SUCH REGISTRATION OR SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION THEREFROM FROM REGISTRATION UNDER SAID ACT. COPIES THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE AGREEMENT COVERING SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER UNITED STATES OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY ANY OTHER JURISDICTION. THE HOLDER OF RECORD HEREOF THIS CERTIFICATE AGREES THAT IF ANY TRANSFER OF THE SECURITIES REPRESENTED HEREBY OR ANY INTEREST THEREIN IS PROPOSED TO BE MADE, AS A CONDITION PRECEDENT TO ANY SUCH TRANSFER, THE COMPANY MAY REQUIRE THE HOLDER TO DELIVER TO THE SECRETARY COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESTHAT REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED TO EFFECT SUCH TRANSFER. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The No Holder of this Warrantshall Transfer any Capital Stock, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and Company shall 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 transfer on its books any shares of Common Stock Capital Stock, unless: (a) such Transfer is pursuant to be issued upon exercise hereof except an effective registration statement under circumstances that will not result the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), and is in a violation of the Act or compliance with any applicable state securities or blue sky laws. Upon exercise , or such Holder shall have furnished the Company with an opinion of this Warrantcounsel, which opinion and counsel shall be reasonably satisfactory to the Holder shallCompany (it being acknowledged that each of Cravath, if requested by the CompanySwaine & Xxxxx LLP, confirm in writing, in a form Xxxxxx & Xxxxxxx LLP and O’Melveny & Xxxxx LLP shall be deemed to be reasonably satisfactory to the Company), to the effect that no such registration is required because of the shares availability of Common Stock so purchased are being acquired solely for an exemption from registration under the Holder’s own account Securities Act and not as a nominee for any other party, for investment, and not with a view toward distribution applicable state securities or resale.blue sky laws; and (iib) This Warrant and all shares of Common the certificates, if any, representing such Capital Stock issued upon exercise hereof to the transferee shall be stamped or imprinted with a legend in substantially bear the following form legend (in addition or one to any legend required by state securities lawssubstantially similar effect): “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SAID LAWS OR AN EXEMPTION THEREFROM UNDER SAID ACTFROM THE REGISTRATION REQUIREMENTS THEREOF. COPIES THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”). THE STOCKHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, CERTAIN PROVISIONS RELATING TO THE TRANSFER OF THE AGREEMENT COVERING SECURITIES SUBJECT TO SUCH AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE HYPOTHECATION OR OTHER DISPOSITION OF THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER SHARES REPRESENTED BY THIS CERTIFICATE, DIRECTLY OR SALE INDIRECTLY, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF RECORD HEREOF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT APPLICABLE TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESSECURITIES REPRESENTED BY THIS CERTIFICATE. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.”

Compliance with Securities Laws. (i1) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale in violation of applicable securities laws. (ii2) This Warrant and all All shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities lawslaws and the Asset and Securities Purchase Agreement of even date herewith): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL TO THE HOLDERS OF THIS WARRANT (WHICH COUNSEL SHALL BE SATISFACTORY TO THE COMPANY), QUALIFIES AS AN EXEMPTION THEREFROM EXEMPT TRANSACTION UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING SECURITIES ACT AND THE PURCHASE OF THESE RULES PROMULGATED BY THE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESEXCHANGE COMMISSION THEREUNDER. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as Upon becoming a nominee for any other partySelected Dealer, and for investmentin purchasing and reoffering the Units, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock you agree to be issued upon exercise hereof except under circumstances that will not result in a violation comply with all applicable requirements of the Securities Act or of 1933, as amended (the 111933 Act") , the 1934 Act, any applicable state securities or "Blue Sky" laws, and the Rules of Fair Practice of the NASD, including, but not limited to, Article III, Section I thereof, and the interpretations of said section promulgated by the Board of Governors of such Association, including an Interpretation with respect to free-riding and withholding dated November 1, 1970, and as thereafter amended, and including information concerning the Board of Governor's Interpretation thereof dated March 2, 1979, to NASD members. Upon exercise You also agree to comply with Sections 8, 24, 25 and 36 of Article III of the Rules of Fair Practice of the NASD. upon application, you will be informed as to the states in which we have been advised by counsel to the Company or counsel to the Underwriter that the Units have been qualified for sale under the respective securities or Blue Sky Laws of such states, but we assume no obligation or responsibility as to the right of any Selected Dealer to sell the Units in any state or as to any sale therein. By acceptance of this WarrantAgreement, you represent that you are a member in good standing of the NASD. By acceptance of this Agreement, each Selected Dealer has assumed full responsibility for thorough and prior training of its representatives concerning the selling methods to be used in connection with the offer and sale of the Units, giving special emphasis to the NASD's principles of full and fair disclosure to prospective investors, suitability standards and the prohibitions against "Free-Riding and Withholding." . Each Selected Dealer agrees to indemnify and hold harmless the Underwriter, the Holder shallCompany and the other Selected Dealers against and from any liability, if requested loss, damage, or expense arising out of any failure by the CompanySelected Dealer to comply with the 1933 Act, the 1934 Act, applicable securities laws of any state, the rules and regulations of the Securities and Exchange Commission and the Rules of Fair Practice of the NASD, due to any act of omission by the Selected Dealer. By submitting an offer to purchase you confirm in writingthat you may, in a form satisfactory accordance with Rule 15c3-1 adopted under the 1934 Act, agree to purchase the Company, that number of Units you may become obligated to purchase under the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder provisions of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145Agreement.

Compliance with Securities Laws. (ia) The Holder of this WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are is being acquired solely for the Holder’s 's own account account, and not as a nominee for any other party, and for investmentinvestment purposes only, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the CompanyCompany and if the shares of Common Stock to be issued upon exercise hereof are not registered, confirm in writing, in a form reasonably satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) The Holder represents and warrants to the Company that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or has entered into a purchaser representative agreement with a "purchaser representative" as such term is defined in Rule 501(h) of Regulation D promulgated under the Securities Act. (c) This Warrant, and any Warrant and all shares issued pursuant to Section 1(c) or Section 3 of Common Stock issued upon exercise hereof this Warrant, shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): ); provided, however, that in any Warrant issued pursuant to Section 1(c) or Section 3, the third sentence shall be modified to refer to the original date of issuance of this Warrant: "NEITHER THIS WARRANT NOR ANY OF THE SECURITIES REPRESENTED HEREBY ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH WARRANT OR SECURITIES ISSUABLE UPON EXERCISE THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER OF THIS WARRANT MAY NOT SELL, OFFER, CONTRACT TO SELL, PLEDGE, GRANT ANY OPTION TO PURCHASE OR OTHERWISE DISPOSE OF THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF PRIOR TO THE 90TH DAY AFTER THE DATE OF ISSUANCE OF THIS WARRANT." (d) All shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend, if appropriate, in substantially the following form (in addition to any legend required by state securities laws): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH THE SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF DELIVERY TO THE SECRETARY COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCOMPANY, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145."

Compliance with Securities Laws. (i) The initial Holder of this Warrant represents and warrants to the Company that it is an accredited investor under the Act. The initial Holder represents and warrants to the Company that it has all of the information necessary for it to evaluate an investment in the Company's securities. (ii) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock common stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock common stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon the exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock common stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iiiii) This Warrant and all shares of Common Stock common stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT AGREEMENT, COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (iiiiv) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant represents and warrants to the Company that it is an accredited investor under the Act. The Holder represents and warrants to the Company that it has all of the information necessary for it to evaluate an investment in the Company's securities. (ii) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock common stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock common stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon the exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock common stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iiiii) This Warrant and all shares of Common Stock common stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): "NEITHER THIS WARRANT NOR THE SECURITIES REPRESENTED HEREBY SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF EXCHANGE COMMISSION TO THE SECRETARY OF EFFECT THAT REGISTRATION UNDER THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESACT IS NOT REQUIRED." (iiiiv) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii8(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.144A.

Compliance with Securities Laws. (i) The initial Holder of this Warrant represents and warrants to the Company that it is an accredited investor under the Act. The initial Holder represents and warrants to the Company that it has all of the information necessary for it to evaluate an investment in the Company's securities. (ii) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock common stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock common stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iiiii) This Warrant and all shares of Common Stock common stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT AGREEMENT, COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (iiiiv) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii10(e)(iii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145145 or upon resale in accordance with an effective registration statement.

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

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and Except as provided in paragraph (iii) below, all certificates representing shares of Common Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.form: (iii) The Company agrees to remove promptly, restrictions imposed by this Section 2(e) upon the request of the holder transfer of this Warrant and Securities issuable the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Securities Act, or (B) upon the Issuer’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the WarrantIssuer (it being understood that in-house counsel to the Holder shall be deemed to be acceptable counsel), addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws. Whenever such restrictions shall cease and terminate as to any such securities, the legend set forth Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in Section 7(e)(iithe case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legends required by paragraph (ii) above from relating to the documents/certificates for such Securities Act and state securities upon full compliance with this Agreement and Rules 144 and 145laws.

Compliance with Securities Laws. (i) The Holder By acceptance of this Warrant, the Holder agrees to comply with the following: (a) The Holder, by acceptance hereof, acknowledges that this Warrant and the shares of any Common Stock to Shares that may be issued upon exercise hereof are being acquired solely for the Holder’s own account account, and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to Shares that may be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory The Company is under no obligation to the Company, register any Common Shares that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resalemay be issued hereunder. (iib) This Except as provided in paragraph (c) below, this Warrant and all shares of certificates representing Common Stock Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES , AS AMENDED (THE “ACT”), AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESFROM REGISTRATION THEREUNDER. (iiic) The Company agrees to remove promptly, restrictions imposed by this Section 7 upon the request of the holder Transfer of this Warrant and Securities issuable any Common Shares issued upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Act and sold by the holder thereof in accordance with such registration or sold under and pursuant to Rule 144 promulgated under the Act, (B) if any Common Shares are delivered pursuant to Section 3(b) (x) six months from the date hereof (assuming the Company meets the requirements of Section (c)(1) of Rule 144 promulgated under the Act) or (y) one year from the date hereof (C) upon the Company’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Company, addressed to the Company to the effect that such restrictions are no longer required to ensure compliance with the Act. Whenever such restrictions shall cease and terminate as to any such securities, the holder thereof shall be entitled to receive from the Company (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), a new Warrant (or, in the case of Common Shares issued upon exercise of this Warrant already represented by stock certificates, new stock certificates or book entry shares) of like tenor not bearing the Warrant, the applicable legend set forth in Section 7(e)(iirequired by paragraph (b) above from relating to the documents/certificates for such Act and applicable state securities upon full compliance with this Agreement and Rules 144 and 145laws.

Compliance with Securities Laws. Notwithstanding anything contained herein to the contrary, no purported exercise of the Option shall be effective without the written approval of the Company, which may be withheld to the extent that its exercise, either individually or in the aggregate, together with the exercise of other previously exercised stock options and/or offers and sales pursuant to any prior or contemplated offering of securities, would, in the sole and absolute judgment of the Company, require the filing of a registration statement with the United States Securities and Exchange Commission, or with the securities commission of any state. The Company shall avail itself of any exemptions from registration contained in applicable federal and state securities laws which, in its sole and absolute discretion, it deems reasonable and not unduly burdensome or costly. The Optionee shall deliver to the Company, prior to the exercise of the Option, such information, representations and warranties as the Company may request in order for the Company to be able to satisfy itself that the Common Stock to be acquired pursuant to the exercise of the Option is being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws. * * * * * * * * EXHIBIT A [FOR PURPOSES OF DEFINITION OF "AREA," EACH LOCATION WHERE OPTIONEE WORKED] EXHIBIT A to Incentive Stock Option Agreement 15 EXHIBIT B NOTICE OF EXERCISE OF STOCK OPTION TO PURCHASE COMMON STOCK OF SIMIXXX XXXTRAL HOLDING, INC. Name ------------------------------------- Address ---------------------------------- ----------------------------------------- Date ------------------------------------- Simixxx Xxxtral Holding, Inc. Attention: President Suitx 000 0000 Xxxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxxx 00000 Xx: Exercise of Incentive Stock Option Gentlemen: Subject to acceptance hereof in writing by Simixxx Xxxtral Holding, Inc. (ithe "Company") The Holder pursuant to the provisions of this Warrantthe Simixxx Xxxtral Holding, by acceptance hereofInc. 1996 Stock Incentive Plan (the "Plan"), acknowledges that this Warrant and the I hereby give at least ten (10) days but not more than thirty (30) days prior notice of my election to exercise options granted to me to purchase ______________ shares of Common Stock to be issued upon exercise hereof are being acquired solely of the Company under the Simixxx Xxxtral Holding, Inc. 1996 Incentive Stock Option Agreement granted on ____________________ (the "Agreement"). The purchase shall take place as of __________, 19__ (the "Exercise Date"). On or before the Exercise Date, I will pay the applicable purchase price as follows: [ ] by delivery of a certified check for $____________ for the Holder’s own account and not as full purchase price payable to the order of Simixxx Xxxtral Holding, Inc. [ ] by delivery of a nominee certified check for any other party$________ representing a portion of the purchase price to the order of Simixxx Xxxtral Holding, and for investment, and that Inc. with the Holder will not offer, sell or otherwise dispose balance to consist of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that I have owned for at least six (6) months and that are represented by a stock certificate I will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory surrender to the Company, that Company with my endorsement. If the number of shares of Common Stock so purchased are being acquired solely for represented by such stock certificate exceeds the Holder’s own account and not as number to be applied against the purchase price, I understand that a nominee for any other party, for investment, and not with new stock certificate will be issued to me reflecting the excess number of shares. [ ] by delivery of a view toward distribution or resale. (ii) This Warrant and all stock certificate representing shares of Common Stock issued upon exercise hereof shall be stamped or imprinted that I have owned for at least six (6) months which I will surrender to the Company with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request my endorsement as payment of the holder purchase price. If the number of this Warrant and Securities issuable upon exercise shares of Common Stock represented by such certificate exceeds the Warrantnumber to be applied against the purchase price, I understand that a new certificate will be issued to me reflecting the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145excess number of shares.

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

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

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

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of the Warrant Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of the Warrant Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of the Warrant Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) . This Warrant and all shares of the Warrant Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES AND ANY SECURITIES ACT OF 1933 OR SHARES ISSUED HEREUNDER MAY NOT BE UNLESS SOLD OR TRANSFERRED IN THE ABSENCE PURSUANT TO RULE 144 OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Common Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SECURITIES , AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR TRANSFERRED HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REFUSE TO AUTHORIZE ANY TRANSFER OF THE SECURITIES IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNTIL IT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS OF STOCK. THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH RIGHTS, ARE SET FORTH IN THE ABSENCE ARTICLES OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES INCORPORATION OF THE AGREEMENT COVERING THE PURCHASE COMPANY. A COPY OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY SAID ARTICLES OF INCORPORATION WILL BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY FURNISHED FREE OF CHARGE TO THE HOLDER OF RECORD HEREOF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESAND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (iii) The Company Issuer agrees to remove promptly, upon the request reissue this Warrant or certificates representing any shares of the holder of this Warrant and Securities issuable upon exercise of the Warrant, Stock without the legend set forth above, if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act is not required in Section 7(e)(iiconnection with such proposed transfer, (ii) above a registration statement under the Securities Act covering such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under the Securities Act and the Holder has represented that the shares of Warrant Stock have been or will be sold, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer has received an opinion of counsel, reasonably satisfactory to the Issuer, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from the documents/Holder within three (3) Trading Days. In the case of any proposed transfer under this Section 2(e), the Issuer will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or "blue sky" laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(e) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the shares of Warrant Stock is required to be issued to a the Holder without a legend, in lieu of delivering physical certificates for representing the shares of Warrant Stock, the Issuer shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Warrant Stock to the Holder by crediting the account of the Holder's prime broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or the Purchase Agreement). Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder's behalf via DWAC if such securities upon full compliance exercise is in connection with this Agreement a sale and Rules 144 the Issuer and 145its transfer agent are participating in DTC through the DWAC system.

Compliance with Securities Laws. (ia) The Holder of this WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) The Holder is not a "U.S. Person" within the meaning of Rule 902(k) of Regulation S. (c) The Warrant was not offered to the Holder in the United States and at the time of execution of this Warrant and at the time of any offer to the Holder to enter into this Warrant, the Holder was physically outside of the United States. (d) The Holder is acquiring the Warrant in an "offshore transaction" (as defined in Rule 902(h) of Regulation S). (e) The Holder, by acceptance hereof, acknowledges that the Company has the exclusive right at its sole discretion to refuse to register any transfer of the shares of Common Stock to be issued upon exercise of this Warrant not made in accordance with the provisions of Regulation S promulgated under the Securities Act of 1933, as amended. (f) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE "SECURITIES ACT"), AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR TRANSFERRED HYPOTHECATED WITHIN THE UNITED STATES (AS THE TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT) OR TO A U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTIS AVAILABLE. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF HEDGING TRANSACTIONS INVOLVING THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY NOT BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY CONDUCTED UNLESS IN COMPLIANCE WITH THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESSECURITIES ACT. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Series [C] Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not not, without the Company’s written consent, offer, sell sell, or otherwise dispose of this Warrant or any shares of Series [C] Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result to Affiliates of Koninklijke Philips Electronics N.V. and in a violation of compliance with (i) the Act or any and (ii) all applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Series [C] Preferred Stock or Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, party and not with a view toward distribution or resale. (ii) This Warrant and all shares of Series [C] Preferred Stock or Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.AND

Compliance with Securities Laws. (i) The Holder holder of this Warrant, by acceptance hereof, acknowledges agrees that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, investment and that the Holder it will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof except under circumstances that which will not result in a violation of the Securities Act or any applicable state securities lawsof 1933, as amended (the "Securities Act"). Upon exercise of this Warrant, the Holder shall, if requested by the Company, holder hereof shall confirm in writing, in a the form satisfactory to the Companyof Exhibit B attached hereto, that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, investment and not with a view toward distribution or resale. (ii) . This Warrant and all shares of Common Stock Shares issued upon exercise hereof of this Warrant shall be stamped or imprinted with a legend legends in substantially the following form (unless, in addition to any legend required by state securities lawsthe opinion of the Company's legal counsel, such action is not required): THE SECURITIES REPRESENTED HEREBY HAVE "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES NO SALE OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE DISPOSITION MAY BE OBTAINED AT NO COST BY EFFECTED WITHOUT THE PRIOR WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY CONSENT OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESAND WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR RECEIPT OF A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. (iii) The Company agrees to remove promptly" "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180-DAY LOCK-UP AGREEMENT BETWEEN THE SHAREHOLDER AND THE COMPANY, upon A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY." "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE COMPANY'S RIGHT OF FIRST REFUSAL ON SALE OR TRANSFER AS SET FORTH IN THE WARRANT EXERCISED FOR THESE SHARES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY." Other legends required by the request terms of the holder of this Warrant and Securities issuable Agreement or any state securities laws may also be stamped or imprinted on certificates representing the Shares or other securities purchased upon exercise of the this Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. a) It is understood that Lenders must, in exercising their rights to foreclose upon and sell the Shares, comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and state securities laws (collectively, the "Securities Laws"). Accordingly, Lenders may have difficulty, by reason of restrictions and limitations imposed by the Securities Laws, in selling the Shares at a price which approximates the fair market value of the Shares, were it not for such restrictions. The Company and Pledgor acknowledge and agree that (i) The Holder Lenders may seek to dispose of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for Shares without registration or qualification under the Holder’s own account and not as a nominee for any other partySecurities Laws, and for investment, in any such transaction may require the purchaser or purchasers thereof to represent and that warrant their intent not to distribute 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 Shares in a violation of the Act Securities Laws, and (ii) any disposition so effected shall not thereby be deemed "commercially unreasonable". Lenders need not approach such number and quality of possible buyers so as to be in violation of the Securities Laws, and Lenders need not approach the maximum number of possible buyers permitted by the Securities Laws. b) Lenders may disclose any information they have obtained concerning the Company, even if obtained in confidence, if Lenders consider such disclosure to potential purchasers at the foreclosure sale to be useful or any necessary to comply with Federal and applicable state securities laws. Upon exercise . c) By way of this Warrantexample and not restriction, the Holder shall, if requested by the Company, confirm in writing, form of advertising in a form satisfactory to the Company, foreclosure sale hereunder may include provisions as follows: Notice of Secured Party's Restricted Public Auction of Collatcral Notice is hereby given that the shares of Common Stock so purchased are being acquired solely for stock listed below (the Holder’s own account and not as a nominee for any other party"Shares") will be sold at public auction, for investmentwith reserve, and not with a view toward distribution or resale. (ii) This Warrant and all on ______________________, 19__ at __________ a.m. at the offices of _____________________, located at ______________. The Shares represent shares of Common Stock issued upon exercise hereof shall be stamped common stock of a corporation that is owned (directly or imprinted with a legend in substantially indirectly) by_____________________________ . All interested and qualified prospective purchasers are invited to attend and bid at the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESauction. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that the Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act, and this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Warrant Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities Warrant Shares issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii8(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145Rule 144.

Compliance with Securities Laws. (i) The Holder of this Warrant represents and warrants to the Company that it is an accredited investor under the Act. The Holder represents and warrants to the Company that it has all of the information necessary for it to evaluate an investment in the Company’s securities. (ii) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock common stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock common stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon the exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock common stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iiiii) This Warrant and all shares of Common Stock common stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): “NEITHER THIS WARRANT NOR THE SECURITIES REPRESENTED HEREBY SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF EXCHANGE COMMISSION TO THE SECRETARY OF EFFECT THAT REGISTRATION UNDER THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESACT IS NOT REQUIRED.” (iiiiv) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii8(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.144A.

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

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a by executing the form satisfactory attached as Schedule 1 to the CompanyExhibit A hereto, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale in violation of applicable securities laws. (ii) This Warrant and all All shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): laws and any other agreement between Holder and the Company: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY OR THE HOLDERS OF THIS WARRANT (WHICH COUNSEL SHALL BE SATISFACTORY TO THE COMPANY), QUALIFIES AS AN EXEMPTION THEREFROM EXEMPT TRANSACTION UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING SECURITIES ACT AND THE PURCHASE OF THESE RULES PROMULGATED BY THE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESEXCHANGE COMMISSION THEREUNDER. (iii) The In connection with the issuance of this Warrant, the Holder specifically represents to the Company agrees to remove promptly, upon the request of the holder by acceptance of this Warrant as follows: (A) The Holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The Holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities issuable Act. Holder represents that, together with its officers, directors and advisors, it has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of the investment in the Warrant and the underlying shares. Holder also represents that it has not been organized for the purpose of acquiring the Warrant or the underlying shares. (B) The Holder understands that this Warrant has not been registered under the Act in reliance upon exercise a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. In this connection, the Holder understands that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for such exemption may be unavailable if the Holder’s representation was predicated solely upon a present intention to hold the Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other fixed period in the legend set forth future. (C) The Holder further understands that this Warrant must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws, or unless exemptions from registration are otherwise available. Moreover, the Holder understands that the Company is under no obligation to register this Warrant or the shares issuable upon exercise thereof. (D) The Holder is aware of the provisions of Rule 144 and 144A, promulgated under the Securities Act, which, in Section 7(e)(ii) above substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the documents/certificates issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions, if applicable, including, among other things: The availability of certain public information about the Company, the resale occurring not less than one year after the party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the amount of securities being sold during any three-month period not exceeding the specified limitations stated therein. (E) The Holder further understands that at the time it wishes to sell this Warrant there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144 and 144A, and that, in such event, the Holder may be precluded from selling this Warrant under Rule 144 and 144A even if the two-year minimum holding period had been satisfied. (F) The Holder further understands that in the event all of the requirements of Rule 144 and 144A are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such securities upon full compliance with offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (G) Holder represents and warrants that it does not have any pre-arranged plan of dissolution, liquidation or winding up, and that there exists no pre-arranged plan of distribution of the Warrant or the underlying shares, nor is there any plan or agreement for a pro rata distribution of the Warrant or the underlying shares to the security holders of Teracruz. Teracruz further represents and warrants that neither Teracruz nor its board of directors or stockholders have approved of any such plan of dissolution, liquidation, winding-up or distribution of the Warrant or the underlying shares, nor is any such plan or agreement contemplated at this Agreement time. Holder represents and Rules 144 and 145warrants that the provisions of Section (a)(3) of Rule 145 promulgated under the Securities Act do not apply to the transaction pursuant to which the Warrant was issued.

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

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

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, represents that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as amended, as presently in effect. ii. The Holder acknowledges that this Warrant is being, and the shares of Common Stock to be issued upon exercise hereof are being Warrant Shares would be, acquired solely for the Holder’s '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 Warrant Shares except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased Warrant Shares are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) iii. This Warrant and all shares of Common Stock issued upon exercise hereof Warrant Shares shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) . The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of or the WarrantWarrant Shares, the legend set forth in Section 7(e)(ii7(E)(iii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145either Rule 144(k) or after a sale in the public market in compliance with Rule 144.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock 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 the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof unless registered under the Securities Act shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED (THE “SECURITIES ACT”), AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR TRANSFERRED HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE ABSENCE PROVISIONS OF SUCH REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM UNDER SAID FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. COPIES THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST REPRESENTED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESTHIS CERTIFICATE. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for by the Holder’s own account and not as a nominee for any other party, and Holder for investment, and that the Holder will not with a current view to 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 the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Warrant Shares so purchased are being acquired solely by Holder for investment and that Holder is an "accredited investor" as such term is defined in Regulation D promulgated under the Holder’s own account and not as a nominee for any other party, for investmentAct, and not with a view toward distribution or resale. (ii) This All Warrant and all shares of Common Stock Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): "THE SECURITIES REPRESENTED HEREBY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. , AS AMENDED (THE "ACT"), OR APPLICABLE STATE LAW AND NO INTEREST THEREIN MAY BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN TRANSACTION INVOLVING SAID SECURITIES, (II) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE HOLDER OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES(III) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145."

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

Compliance with Securities Laws. By acquiring this Warrant ---------------------------------- from Company on the date hereof, the Holder hereby represents and warrants as follows: (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that is acquiring this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s its own account and not as with a nominee present view toward the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act; provided, however, that by making the representation herein, the -------- ------- Holder does not agree to hold the Warrant or Warrant Shares for any minimum or other party, specific term and for investment, reserves the right to dispose of the Warrant and the Exercised Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (b) The Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D. (c) The Holder understands that the Warrant and the Warrant Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Holder will set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Warrant and the Warrant Shares. (d) The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Warrant and the Warrant Shares, that have been requested by the Holder or its advisors, if any. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by the Holder or any of its advisors or representatives modifies, amends or affects the Holder's right to rely on the Company's representations and warranties set forth in the Securities Purchase Agreement. The Holder acknowledges and understands that its investment in the Warrant and the Warrant Shares involves a significant degree of risk. The Holder acknowledges that, except as set forth herein, it has not offer, sell relied on any materials other than the SEC documents in purchasing the Warrant and the Warrant Shares. (e) The Holder understands that no United States federal or otherwise dispose state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of this the Warrant or any shares the Warrant Shares or an investment therein. (f) The Holder understands that: (1) except as provided in Article VI of Common Stock the Purchase Agreement, the Warrant and the Warrant Shares have not been and are not required to be issued upon exercise hereof except registered under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrantlaws and, consequently, the Holder shallmay have to bear the risk of owning the Securities for an indefinite period to time because the Warrant and the Warrant Shares may not be transferred unless (i) the resale of the Warrant or the Warrant Shares is registered pursuant to an effective registration statement under the Securities Act; (ii) the Holder has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Warrant or the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (iii) the Warrant or the Warrant Shares are sold or transferred pursuant to Rule 144; or (iv) the Warrant or the Warrant Shares are sold or transferred to an affiliate (as defined in Rule 144) of the Holder pursuant to an exemption from registration under the Securities Act; (2) any sale of the Warrant or the Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if requested by Rule 144 is not applicable, any resale of the CompanyWarrant or the Warrant Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (3) except as set forth in Article VI of the Purchase Agreement, confirm in writing, in a form satisfactory to neither the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for Company nor any other party, for investment, person is under any obligation to register the Warrant or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and not with a view toward distribution or resaleconditions of any exemption thereunder. (iig) This The Holder understands that until such time as (a) the Warrant and all shares or the Warrant Shares may be sold by the Holder under Rule 144(k) or (b) the resale of Common Stock issued upon exercise hereof the Warrant or the Warrant Shares has been registered under the Securities Act as contemplated by Article VI of the Purchase Agreement, the certificates representing the Warrant or the Warrant Shares shall be stamped or imprinted with bear a restrictive legend in substantially the following form (in addition to any legend required by state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such Warrant or the Warrant Shares): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH AS AMENDED, OR THE SECURITIES AND LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM UNDER SAID ACTFROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESThe legend set forth above shall be removed and the Company shall issue a certificate without the legend to the holder of any certificate upon which it is stamped, in accordance with the terms of Article VI of the Purchase Agreement. (iiih) The Company agrees to remove promptly, upon Holder is not a U.S. Person (as that term is defined in Regulation S under the request Securities Act ("Regulations S") and is not acquiring the Warrant Shares for the account or benefit of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.any U.S.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof Shares are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof Shares except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) resale except under circumstances that will not result in a violation of the Act or any applicable state securities laws. This Warrant and all shares of Common Stock Shares issued upon exercise hereof of this Warrant shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptlyOFFICES OF THE COMPANY. Notwithstanding the foregoing, this Warrant and the Shares issued upon the request of the holder exercise of this Warrant (in each case, a "Security") shall not be required to bear such legend upon (A) the transfer or exchange of such Security in the event that, at the time of such transfer or exchange, (i) a registration statement which covers such Security shall have been declared effective and Securities issuable upon exercise such Security shall have been disposed of pursuant to the WarrantRegistration Statement or (ii) such Security shall have been sold in compliance with Rule 144 (or any similar provision then in force) under the Act in such a manner that resale of such Security will not require registration under the Act; or (B) the transfer or exchange of such Security not bearing, nor otherwise required under the terms hereof to bear, such legend. Whenever the requirements regarding the inclusion of legends with respect to any Security have terminated in accordance with the preceding sentence, the Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate representing such Security not bearing the restrictive legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 1457(d)(ii).

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges Warrant represents and warrants that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for investment for the Holder’s own account and not as with a nominee for view to the public distribution of any other party, and for investmentpart of this Warrant or any Warrant Shares to be issued upon exercise hereof, and that the Holder will not offerhas no present intention to of selling, sell granting any participation in or otherwise dispose of publicly distributing this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof except hereof; provided, however, that the Company acknowledges that the Holder intends to distribute the Warrant to its members, which members may further distribute the Warrant but only under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Warrant Shares so purchased are being acquired solely for investment for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleresale except as set forth herein. (ii) This Warrant and all shares of Common Stock Warrant Shares issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES ACT AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESANY OTHER APPLICABLE LAWS. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, pledge, hypothecate or otherwise transfer or dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities or blue sky laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) The Holder of this Warrant understands that neither this Warrant nor the Shares have been registered under the Securities Act. The Holder of this Warrant also understands that the Warrant and the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Holder’s representations contained herein. (iii) The Holder hereby represents and warrants that the Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Holder must bear the economic risk of this investment indefinitely unless the Warrant (or the Shares) are registered pursuant to the Securities Act, or an exemption from registration is available. The Holder understands that the Company has no present intention of registering the Warrant or the Shares. The Holder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Holder to transfer all or any portion of the Warrant or the Shares under the circumstances, in the amounts or at the times the Holder might propose. (iv) The Holder represents and warrants that it is a governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal). (v) This Warrant and all shares of Common Stock Shares issued upon exercise hereof shall be stamped or imprinted with a legend legends in substantially the following form forms (in addition to any legend required by state securities laws): laws or any agreement to which the Holder is a party): (A) “THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. SUCH THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IN ITS SOLE DISCRETION, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR SHARES ISSUED HEREUNDER ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY SECURITIES REPRESENTED BY THIS CERTIFICATE.” (B) “THE SECURITIES FOR WHICH THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN EXERCISED ARE SUBJECT TO THE ABSENCE TERMS AND CONDITIONS OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTAMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT, BY AND AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY AND AN AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, AMONG THE HOLDER, THE COMPANY AND CERTAIN HOLDERS OF CAPITAL STOCK OF THE COMPANY. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE AGREEMENTS MAY BE OBTAINED AT NO COST BY UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCOMPANY. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.”

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE ISSUANCE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii6(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired beingacquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Common Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SECURITIES , AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR TRANSFERRED HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REFUSE TO AUTHORIZE ANY TRANSFER OF THE SECURITIES IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNTIL IT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS OF STOCK. THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH RIGHTS, ARE SET FORTH IN THE ABSENCE ARTICLES OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES INCORPORATION OF THE AGREEMENT COVERING THE PURCHASE COMPANY. A COPY OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY SAID ARTICLES OF INCORPORATION WILL BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY FURNISHED FREE OF CHARGE TO THE HOLDER OF RECORD HEREOF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESAND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (iii) The Company Issuer agrees to remove promptly, upon the request reissue this Warrant or certificates representing any shares of the holder of this Warrant and Securities issuable upon exercise of the Warrant, Stock without the legend set forth above, if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act is not required in Section 7(e)(iiconnection with such proposed transfer, (ii) above a registration statement under the Securities Act covering such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under the Securities Act and the Holder has represented that the shares of Warrant Stock have been or will be sold, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer has received an opinion of counsel, reasonably satisfactory to the Issuer, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from the documents/Holder within three (3) Trading Days. In the case of any proposed transfer under this Section 2(e), the Issuer will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(e) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the shares of Warrant Stock is required to be issued to a the Holder without a legend, in lieu of delivering physical certificates for representing the shares of Warrant Stock, the Issuer shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Warrant Stock to the Holder by crediting the account of the Holder's prime broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or the Purchase Agreement). Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC if such securities upon full compliance exercise is in connection with this Agreement a sale and Rules 144 the Issuer and 145its transfer agent are participating in DTC through the DWAC system.

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other partyparty or with a view to or for sale in connection with any distribution, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.. The Holder is an "accredited investor" within the meaning of Securities and Exchange Commission Rule 501 of Regulation D. (ii) This Any warrant issued in replacement or upon transfer of all or any portion of this Warrant and all shall bear a legend substantially identical to the legend appearing at the head of this Warrant. (iii) All shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): ), as well as any legends required by the Shareholders Agreement: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR QUALIFIED OR REGISTERED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968 (THE "CALIFORNIA LAW") OR THE SECURITIES LAWS OF ANY OTHER STATE ("LAWS"). SUCH THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NEITHER SAID SECURITIES NOR ANY SECURITIES OR SHARES ISSUED HEREUNDER INTEREST THEREIN MAY NOT BE SOLD SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT AND QUALIFICATION OR REGISTRATION UNDER THE CALIFORNIA LAW AND OTHER LAWS AS APPLICABLE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION OR AN EXEMPTION THEREFROM UNDER REGISTRATION ARE NOT REQUIRED AS TO SAID ACT. SALE, OFFER OR TRANSFER.. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICESOFFICES OF THE COMPANY. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will shall not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result Note in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm This Note and any Note issued in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution substitution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof replacement therefor shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: “NEITHER THIS NOTE NOR THE SECURITIES REPRESENTED HEREBY ISSUABLE UPON CONVERSION OF THIS NOTE 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. SUCH , AS AMENDED (THE “SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES REQUIREMENTS OF THE AGREEMENT COVERING THE PURCHASE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF COUNSEL TO THE SECRETARY TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESCOMPANY. (iii) ” Jurisdiction; Venue. Any action, proceeding or claim arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York. The Company agrees and the Holder irrevocably submit to remove promptlythe jurisdiction of such courts, upon the request of the holder of this Warrant which jurisdiction shall be exclusive, and Securities issuable upon exercise of the Warrant, the legend set forth hereby waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum. The prevailing party in Section 7(e)(ii) above from the documents/certificates for any such securities upon full compliance with this Agreement action shall be entitled to recover its reasonable and Rules 144 documented attorneys’ fees and 145out-of-pocket expenses relating to such action or proceeding.

Compliance with Securities Laws. By acquiring this Warrant ---------------------------------- from Company on the date hereof, the Holder hereby represents and warrants as follows: (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that is acquiring this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s its own account and not as with a nominee present view toward the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act; provided, however, that by making the representation herein, the -------- ------- Holder does not agree to hold the Warrant or Warrant Shares for any minimum or other party, specific term and for investment, reserves the right to dispose of the Warrant and the Exercised Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (b) The Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D. (c) The Holder understands that the Warrant and the Warrant Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Holder will set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Warrant and the Warrant Shares. (d) The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Warrant and the Warrant Shares, that have been requested by the Holder or its advisors, if any. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigation conducted by the Holder or any of its advisors or representatives modifies, amends or affects the Holder's right to rely on the Company's representations and warranties set forth in the Securities Purchase Agreement. The Holder acknowledges and understands that its investment in the Warrant and the Warrant Shares involves a significant degree of risk. The Holder acknowledges that, except as set forth herein, it has not offer, sell relied on any materials other than the SEC documents in purchasing the Warrant and the Warrant Shares. (e) The Holder understands that no United States federal or otherwise dispose state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of this the Warrant or any shares the Warrant Shares or an investment therein. (f) The Holder understands that: (1) except as provided in Article VI of Common Stock the Purchase Agreement, the Warrant and the Warrant Shares have not been and are not required to be issued upon exercise hereof except registered under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrantlaws and, consequently, the Holder shallmay have to bear the risk of owning the Securities for an indefinite period to time because the Warrant and the Warrant Shares may not be transferred unless (i) the resale of the Warrant or the Warrant Shares is registered pursuant to an effective registration statement under the Securities Act; (ii) the Holder has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Warrant or the Warrant Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (iii) the Warrant or the Warrant Shares are sold or transferred pursuant to Rule 144; or (iv) the Warrant or the Warrant Shares are sold or transferred to an affiliate (as defined in Rule 144) of the Holder pursuant to an exemption from registration under the Securities Act; (2) any sale of the Warrant or the Warrant Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and, if requested by Rule 144 is not applicable, any resale of the CompanyWarrant or the Warrant Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (3) except as set forth in Article VI of the Purchase Agreement, confirm in writing, in a form satisfactory to neither the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for Company nor any other party, for investment, person is under any obligation to register the Warrant or the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and not with a view toward distribution or resaleconditions of any exemption thereunder. (iig) This The Holder understands that until such time as (a) the Warrant and all shares or the Warrant Shares may be sold by the Holder under Rule 144(k) or (b) the resale of Common Stock issued upon exercise hereof the Warrant or the Warrant Shares has been registered under the Securities Act as contemplated by Article VI of the Purchase Agreement, the certificates representing the Warrant or the Warrant Shares shall be stamped or imprinted with bear a restrictive legend in substantially the following form (in addition to any legend required by state securities lawsand a stop-transfer order may be placed against transfer of the certificates for such Warrant or the Warrant Shares): THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH AS AMENDED, OR THE SECURITIES AND LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF SUCH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECUIRITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM UNDER SAID ACTFROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESThe legend set forth above shall be removed and the Company shall issue a certificate without the legend to the holder of any certificate upon which it is stamped, in accordance with the terms of Article VI of the Purchase Agreement. (iiih) The Company agrees to remove promptly, upon Holder is not a U.S. Person (as that term is defined in Regulation S under the request Securities Act ("Regulations S") and is not acquiring the Warrant Shares for the account or benefit of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.any U.S.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will shall not offer, sell or otherwise dispose of this Warrant Note. This Note and any Note issued in substitution or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof replacement therefor shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: “THIS NOTE AND THE SECURITIES REPRESENTED HEREBY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION THEREFROM FROM REGISTRATION UNDER SAID ACTTHE ACT AND SUCH STATE SECURITIES LAWS.” Consent to Jurisdiction. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request Each of the holder Maker and the Holder irrevocably agrees that the any legal action or proceeding arising out of or relating to this Warrant and Securities issuable upon exercise Note may be brought in the Courts of New York County, New York or of the WarrantUnited States of America for the Southern District of New York and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each of the Maker and the Holder hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the legend set forth mailing of copies thereof by registered or certified mail, postage prepaid, at the address in effect for notices to it under the Purchase Agreement, such service to become effective 10 days after such mailing. Nothing in this Section 7(e)(ii) above 5.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Maker and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the documents/certificates for such securities upon full compliance with this Agreement non-prevailing party. The Maker and Rules 144 and 145the Holder hereby waive all rights to trial by jury.

Compliance with Securities Laws. (i) The Holder of this WarrantNote, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other partypart, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise conversion of this WarrantNote, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased issued upon conversion are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all . All shares of Common Stock issued upon exercise hereof conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTACT OR OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT COVERING RESTRICTING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICESOFFICES OF THE COMPANY. FOR FLORIDA RESIDENTS: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE FLORIDA SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING OT THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SHARES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SAID PURCHASER, WHICHEVER OCCURS LATER. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

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

Compliance with Securities Laws. (ia) The Holder of this WarrantWarrantholder, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s Warrantholder's own account and not as a nominee for any other party, and for investment, and that the Holder Warrantholder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder Warrantholder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock Warrant Shares so purchased are being acquired solely for the Holder’s Warrantholder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iii) This Warrant shall (and all shares of Common Stock each Warrant issued upon exercise hereof shall in substitution for this Warrant issued pursuant to Section 4 shall) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: 157 "THIS WARRANT AND ANY SHARES ACQUIRED UPON THE SECURITIES REPRESENTED HEREBY EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES , AS AMENDED, AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH REGISTRATION ACT OR PURSUANT TO AN EXEMPTION THEREFROM FROM REGISTRATION UNDER SAID SUCH ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES." (iiiii) The Company agrees to remove promptlyExcept as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the request exercise of the holder of this any Warrant and Securities issuable each stock certificate issued upon exercise the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the Warrantfollowing form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT."

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

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, ; and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) This Warrant and all shares of Common Stock issued upon exercise hereof unless registered under the Securities Act shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED (THE “SECURITIES ACT”), AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR TRANSFERRED HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE ABSENCE PROVISIONS OF SUCH REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM UNDER SAID FROM REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. COPIES THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST REPRESENTED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESTHIS CERTIFICATE. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder holder of this Warrant, by acceptance hereof, acknowledges agrees that this Warrant Warrant, and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, investment and that the Holder such holder will not offer, sell or otherwise dispose of this Warrant (in whole or in part), or any shares of Common Stock to be issued upon exercise hereof Shares except under circumstances that which will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, holder hereof shall confirm in writing, in a form satisfactory to the Company, writing that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, investment and not with a view toward distribution or resale. (ii) resale in violation of the Act and shall confirm such other matters related thereto as may be reasonably requested by the Company. This Warrant and all shares of Common Stock Shares issued upon exercise hereof of this Warrant shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: “THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS SATISFACTORY TO THE COMPANY FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY.” [IF WARRANT IS ISSUED FOR GREENLIGHT COMMON STOCK: and, if then applicable pursuant to Section 9 of this Warrant, a legend in substantially the following form: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AND ANY RESALE, INCLUDING A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE COMPANY’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED ACT OF 1933, AS AMENDED, AS SET FORTH IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM WARRANT UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF WHICH THESE SECURITIES AND RESTRICTING THEIR TRANSFER WERE ISSUED, DIRECTLY OR SALE INDIRECTLY, A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER COMPANY’S PRINCIPAL OFFICE. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESTHESE SECURITIES. (iii) The Company agrees to remove promptly”] Any such legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have terminated. In addition, in connection with the issuance of this Warrant, the holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The holder is aware of the Company’s business affairs and Securities financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof in violation of the Act. (2) The holder understands that neither this Warrant nor any security issuable hereunder has been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder’s investment intent as expressed herein. (3) The holder further understands that this Warrant and the Shares issuable upon any exercise hereof are “restricted securities” under applicable federal and state securities laws and must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The holder is aware of the Warrantprovisions of Rule 144, promulgated under the legend set forth Act. (4) The holder is and at the time of any exercise hereof shall be an “accredited investor” as such term is defined in Section 7(e)(ii) above from Rule 501 of Regulation D promulgated under the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145Act.

Compliance with Securities Laws. (i) The Holder of Holder, by accepting this Warrant, by acceptance hereof, acknowledges represents to the Company that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s its own account for investment purposes only and not as with a nominee for any other party, and for investmentview to distribution or resale, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state or other securities laws. Upon exercise ; provided, however, that the Holder shall retain the sole right to determine to sell or transfer this Warrant or the Warrant Shares, subject to compliance with all restrictions imposed by (i) the terms of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) the terms of the Registration Rights Agreement, dated of even date herewith, by and among the Company and the Holders set forth therein (the “Rights Agreement”), and (iii) the Act and any applicable state or other securities laws. This Warrant, any Warrant subsequently issued to Holder, and all shares of Common Stock certificates representing the Warrant Shares issued upon exercise hereof hereunder (unless registered under the Act and any applicable state or other securities law) shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: [THIS WARRANT HAS] [THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE ABSENCE OPINION OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTCOUNSEL REASONABLY SATISFACTORY TO ENDOCYTE, INC. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR PROPOSED TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESEFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS. In addition, in connection with the issuance of this Warrant, Holder specifically represents to the Company by acceptance of this Warrant as follows: (i) Holder has been provided the opportunity to ask questions and receive answers concerning the Company and the transaction in which this Warrant is being issued and to obtain any other information it deems necessary to verify the accuracy of the information provided to it. Holder is aware of the Company’s business affairs and financial condition, including the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this Warrant. (ii) Holder understands that this Warrant and the Warrant Shares have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the accuracy of Holder’s representations herein. (iii) The Company agrees to remove promptlyHolder further understands that this Warrant and the Warrant Shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from registration is otherwise available. In addition, upon Holder understands that the request certificate evidencing the Warrant Shares, when issued, will be imprinted with a legend that prohibits the transfer of the holder Warrant Shares unless they are registered or the Holder provides to the Company an opinion of counsel that such registration is not required. (iv) Holder is aware of the provisions of Rule 144 promulgated by the SEC under the Act (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of the issuer), in a non-public offering, subject to the satisfaction of certain conditions, if applicable. (v) Holder understands that this Warrant and the Warrant Shares have not been registered under any state’s or other jurisdiction’s securities laws and may not be offered or sold without compliance with applicable securities laws, whether through registration of the offer and sale of this Warrant and Securities issuable or the Warrant Shares or in reliance upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above one or more exemptions from the documents/certificates for such registration available under state or other securities upon full compliance with this Agreement and Rules 144 and 145laws.

Compliance with Securities Laws. (i) The Holder of Holder, by accepting this Warrant, by acceptance hereof, acknowledges represents to the Company that this Warrant and the shares of Common Stock Warrant Shares to be issued upon exercise hereof are being acquired solely for the Holder’s its own account for investment purposes only and not as with a nominee for any other party, and for investmentview to distribution or resale, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof Warrant Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any applicable state or other securities laws. Upon exercise ; provided, however, that the Holder shall retain the sole right to determine to sell or transfer this Warrant or the Warrant Shares, subject to compliance with all restrictions imposed by (i) the terms of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) the terms of the Registration Rights Agreement, dated of even date herewith, by and among the Company and the Holders set forth therein (the “Rights Agreement”), and (iii) the Act and any applicable state or other securities laws. This Warrant, any Warrant subsequently issued to Holder, and all shares of Common Stock certificates representing the Warrant Shares issued upon exercise hereof hereunder (unless registered under the Act and any applicable state or other securities law) shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: [THIS WARRANT HAS] [THE SECURITIES REPRESENTED EVIDENCED HEREBY HAVE HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED OR TRANSFERRED ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE ABSENCE OPINION OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTCOUNSEL REASONABLY SATISFACTORY TO ENDOCYTE, INC. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR PROPOSED TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESEFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS. In addition, in connection with the issuance of this Warrant, Holder specifically represents to the Company by acceptance of this Warrant as follows: US.113433675.11 (i) Holder has been provided the opportunity to ask questions and receive answers concerning the Company and the transaction in which this Warrant is being issued and to obtain any other information it deems necessary to verify the accuracy of the information provided to it. Holder is aware of the Company’s business affairs and financial condition, including the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire this Warrant. (ii) Holder understands that this Warrant and the Warrant Shares have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the accuracy of Holder’s representations herein. (iii) The Company agrees to remove promptlyHolder further understands that this Warrant and the Warrant Shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from registration is otherwise available. In addition, upon Holder understands that the request certificate evidencing the Warrant Shares, when issued, will be imprinted with a legend that prohibits the transfer of the holder Warrant Shares unless they are registered or the Holder provides to the Company an opinion of counsel that such registration is not required. (iv) Holder is aware of the provisions of Rule 144 promulgated by the SEC under the Act (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of the issuer), in a non-public offering, subject to the satisfaction of certain conditions, if applicable. (v) Holder understands that this Warrant and the Warrant Shares have not been registered under any state’s or other jurisdiction’s securities laws and may not be offered or sold without compliance with applicable securities laws, whether through registration of the offer and sale of this Warrant and Securities issuable or the Warrant Shares or in reliance upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above one or more exemptions from the documents/certificates for such registration available under state or other securities upon full compliance with this Agreement and Rules 144 and 145laws.

Compliance with Securities Laws. (i) The Holder of this Warrant, by By acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shallhereby represents, if requested by the Company, confirm in writing, in a form satisfactory to the Company, warrants and covenants that the shares any Warrant Share purchased upon exercise of this Warrant or any Common Stock so purchased are being Share acquired solely upon conversion thereof shall be acquired for the Holder’s own account and not as a nominee for any other party, for investment, investment only and not with a view toward to, or for sale in connection with, any distribution thereof in the United States; that the Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the company; that the Holder is able to bear the economic risk of holding such Warrant Shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the Warrant Shares acquired pursuant to the exercise of this Warrant or resale. Ordinary Shares acquired upon conversion thereof will not be registered under the Securities Act (iiunless otherwise required pursuant to exercise by the Holder of the registration rights, if any, previously granted to the Holder) This and will be “restricted securities” within the meaning of Rule 144 under the Securities Act; and that all share certificates representing Warrant and all shares of Common Stock Shares issued to the Holder upon exercise hereof shall be stamped of this Warrant or imprinted with Ordinary Shares upon conversion of such Warrant Shares may have affixed thereto a legend substantially in substantially the following form (in addition to any legend required by state securities laws): form: THE SECURITIES SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND ANY SECURITIES OR SHARES ISSUED HEREUNDER RESALE AND MAY NOT BE SOLD TRANSFERRED OR TRANSFERRED IN RESOLD EXCEPT AS PERMITTED UNDER THE ABSENCE ACT AND THE APPLICABLE STATE SECURITIES LAWS. INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF SUCH REGISTRATION OR THIS INVESTMENT FOR AN EXEMPTION THEREFROM UNDER SAID ACTINDEFINITE PERIOD OF TIME. COPIES OF THE AGREEMENT COVERING THE PURCHASE ISSUER OF THESE SECURITIES SHARES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND RESTRICTING THEIR SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY RESALE IS IN COMPLIANCE WITH THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESACT AND ANY APPLICABLE STATE SECURITIES LAWS. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

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

Compliance with Securities Laws. (i) The Holder holder of this Warrant, by acceptance hereof, acknowledges agrees that this Warrant and the shares of Common Stock Shares to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, investment and that the Holder it will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock Shares to be issued upon exercise hereof except under circumstances that which will not result in a violation of the Securities Act or any applicable state securities lawsof 1933, as amended (the "Securities Act"). Upon exercise of this Warrant, the Holder shall, if requested by the Company, holder hereof shall confirm in writing, in a the form satisfactory to the Companyof Exhibit B attached hereto, that the shares of Common Stock Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, investment and not with a view toward distribution or resale. (ii) . This Warrant and all shares of Common Stock Shares issued upon exercise hereof of this Warrant shall be stamped or imprinted with a legend legends in substantially the following form (unless, in addition to any legend required by state securities lawsthe opinion of the Company's legal counsel, such action is not required): THE SECURITIES REPRESENTED HEREBY HAVE "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES NO SALE OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE DISPOSITION MAY BE OBTAINED AT NO COST BY EFFECTED WITHOUT THE PRIOR WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY CONSENT OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESAND WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR RECEIPT OF A NO ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. (iii) The Company agrees to remove promptly" "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 120-DAY LOCK-UP AGREEMENT BETWEEN THE SHAREHOLDER AND THE COMPANY, upon A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY." "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE COMPANY'S RIGHT OF FIRST REFUSAL ON SALE OR TRANSFER AS SET FORTH IN THE WARRANT EXERCISED FOR THESE SHARES, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE COMPANY." Other legends required by the request terms of the holder of this Warrant and Securities issuable Agreement or any state securities laws may also be stamped or imprinted on certificates representing the Shares or other securities purchased upon exercise of the this Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (a) The Company Shareholders have been advised that (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Parent Common Stock issued to the Company Shareholders pursuant to the Acquisition will be issued as securities exempt from the registration requirements of the U.S. Securities Act by virtue of Section 4(2) thereof; and (ii) each Company Shareholders may be deemed to be issued upon exercise hereof are being acquired solely for an affiliate of the Holder’s own account and Company. The Company Shareholders accordingly agree not as a nominee for any other partyto sell, and for investment, and that the Holder will not offer, sell transfer or otherwise dispose of this Warrant or any shares of Parent Common Stock issued to be issued the Company Shareholders pursuant to the Acquisition unless such sale, transfer or other disposition is made on the Nasdaq National Market (w) in conformity with the requirements of Rule 144 promulgated under the Securities Act, or (x) pursuant to a resale registration statement on Form S-1 or Form S-3 filed by Parent with the Securities and Exchange Commission ("SEC") which is then in effect; or (y) upon exercise hereof except delivery to Parent of a written opinion of counsel, reasonably acceptable to Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under circumstances that will not result in a violation the Securities Act, or (z) an authorized representative of the Act SEC shall have rendered written advice to the Company Shareholder wishing to effect such sale, transfer or any applicable state securities laws. Upon exercise other disposition (sought by such Company Shareholder or counsel to such Company Shareholder, with a copy thereof and of this Warrantall other related communications delivered to Parent) to the effect that the SEC would take no action or that the staff of the SEC would not recommend that the SEC take action, with respect to the Holder shallproposed sale, transfer or other disposition, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleconsummated. (iib) This Warrant and all Parent will give stop transfer instructions to its transfer agent with respect to any shares of its Common Stock issued upon exercise hereof shall received by the Company Shareholder pursuant to the Acquisition and there will be stamped or imprinted with placed on each certificate representing such shares of Parent Common Stock, or, any substitutions therefor, a legend stating in substantially substance: "The securities represented by this certificate have not been registered under the following form (Securities Act of 1933, as amended, and may not be sold or transferred, directly or indirectly, in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESthe absence of such registration or an exemption therefrom under said Act. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145." "

Compliance with Securities Laws. (i) The Holder of this WarrantNote, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other partypart, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof conversion thereof except under circumstances that will not result in a violation of the Act (?) or any applicable state securities laws. Upon exercise conversion of this WarrantNote, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased issued upon conversion are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all . All shares of Common Stock issued upon exercise hereof conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 AS AMENDED. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTACT OR OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. COPIES OF THE AGREEMENT COVERING RESTRICTING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE OF THESE SHARES MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICESOFFICES OF THE COMPANY. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) i. The Holder of this Warrant, by acceptance hereof, represents that it is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, as amended, as presently in effect. ii. The Holder acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) iii. This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE ** As specified in Section 2 of the Note Purchase and Line of Credit Agreement HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) . The Company agrees to remove promptly, upon and in no event later than ten (10) days, after the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii6(E)(iii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145Rule 144.

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

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

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s '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 the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND , AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR SHARES ISSUED HEREUNDER BLUE SKY LAWS AND MAY NOT BE SOLD OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED IN OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ABSENCE OF SUCH ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE ACT AND UNDER APPLICABLE STATE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF BLUE SKY LAWS RELATING TO THE SECRETARY DISPOSITION OF SECURITIES, PROVIDED THAT AN OPINION OF COUNSEL TO SUCH EFFECT IS PROVIDED TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESIN CONNECTION THEREWITH. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s '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 the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so 5 purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER IT MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR TRANSFERRED IN HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND APPLICABLE LAWS, OR UNLESS THE ABSENCE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESIS NOT REQUIRED. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

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

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

Compliance with Securities Laws. Notwithstanding anything contained herein to the contrary, no purported exercise of the Option shall be effective without the written approval of the Company, which may be withheld to the extent that its exercise, either individually or in the aggregate, together with the exercise of other previously exercised stock options and/or offers and sales pursuant to any prior or contemplated offering of securities, would, in the sole and absolute judgment of the Company, require the filing of a registration statement with the United States Securities and Exchange Commission, or with the securities commission of any state. The Company shall avail itself of any exemptions from registration contained in applicable federal and state securities laws which, in its sole and absolute discretion, it deems reasonable and not unduly burdensome or costly. The Optionee shall deliver to the Company, prior to the exercise of the Option, such information, representations and warranties as the Company may request in order for the Company to be able to satisfy itself that the Common Stock to be acquired pursuant to the exercise of the Option is being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws. * * * * * * * * EXHIBIT A [FOR PURPOSES OF DEFINITION OF "AREA," EACH LOCATION WHERE OPTIONEE WORKED] EXHIBIT A to Incentive Stock Option Agreement 14 EXHIBIT B NOTICE OF EXERCISE OF STOCK OPTION TO PURCHASE COMMON STOCK OF SIMIXXX XXXTRAL HOLDING, INC. Name ------------------------------------ Address --------------------------------- ---------------------------------------- Date ------------------------------------ Simixxx Xxxtral Holding, Inc. Attention: President Suitx 000 0000 Xxxxxx Xxxxx Xxxx Xxxxxxx, Xxxxxxx 00000 Xx: Exercise of Incentive Stock Option Gentlemen: Subject to acceptance hereof in writing by Simixxx Xxxtral Holding, Inc. (ithe "Company") The Holder pursuant to the provisions of this Warrantthe Simixxx Xxxtral Holding, by acceptance hereofInc. 1996 Stock Incentive Plan (the "Plan"), acknowledges that this Warrant and the I hereby give at least ten (10) days but not more than thirty (30) days prior notice of my election to exercise options granted to me to purchase ______________ shares of Common Stock to be issued upon exercise hereof are being acquired solely of the Company under the Simixxx Xxxtral Holding, Inc. 1996 Nonqualified Stock Option Agreement granted on ____________________ (the "Agreement"). The purchase shall take place as of __________, 19__ (the "Exercise Date"). On or before the Exercise Date, I will pay the applicable purchase price as follows: [ ] by delivery of a certified check for $____________ for the Holder’s own account and not as full purchase price payable to the order of Simixxx Xxxtral Holding, Inc. [ ] by delivery of a nominee certified check for any other party$________ representing a portion of the purchase price to the order of Simixxx Xxxtral Holding, and for investment, and that Inc. with the Holder will not offer, sell or otherwise dispose balance to consist of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that I have owned for at least six (6) months and that are represented by a stock certificate I will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory surrender to the Company, that Company with my endorsement. If the number of shares of Common Stock so purchased are being acquired solely for represented by such stock certificate exceeds the Holder’s own account and not as number to be applied against the purchase price, I understand that a nominee for any other party, for investment, and not with new stock certificate will be issued to me reflecting the excess number of shares. [ ] by delivery of a view toward distribution or resale. (ii) This Warrant and all stock certificate representing shares of Common Stock issued upon exercise hereof shall be stamped or imprinted that I have owned for at least six (6) months which I will surrender to the Company with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request my endorsement as payment of the holder purchase price. If the number of this Warrant and Securities issuable upon exercise shares of Common Stock represented by such certificate exceeds the Warrantnumber to be applied against the purchase price, I understand that a new certificate will be issued to me reflecting the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145excess number of shares.

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

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges Warrant represents and warrants that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iib) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): NEITHER THESE SECURITIES NOR THE SECURITIES REPRESENTED HEREBY ISSUABLE UPON THE EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH THE SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER REPRESENTED HEREBY MAY NOT BE SOLD EXERCISED, OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR TRANSFERRED OTHERWISE ASSIGNED (EACH A “TRANSFER”) EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSFER NOT SUBJECT TO, THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES REQUIREMENTS OF THE AGREEMENT COVERING SECURITIES ACT AND (B) TO THE PURCHASE EXTENT THE TRANSFER DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT (TO THE EXTENT REQUESTED BY COUNSEL OF THE COMPANY), THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER, OR CAUSE TO BE DELIVERED, TO EACH PERSON TO WHOM THE SECURITIES HEREBY REPRESENTED ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESSUCH SECURITIES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (ia) The Holder Securities may only be disposed of this Warrant, by acceptance hereof, acknowledges that this Warrant in compliance with state 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 the Act or any applicable state federal securities laws. Upon exercise In connection with any transfer of this Warrantthe Securities, other than pursuant to an effective registration statement, Regulation S, pursuant to Rule 144, or to the Company or an Affiliate of an Investor, the Holder shall, if requested Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the Companytransferor, confirm in writing, in a the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any such legal opinion, any transfer of Securities by an Investor to an Affiliate of such Investor, provided that the shares transferee certifies to the Company that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and provided that such Affiliate does not request any removal of Common Stock so purchased are being acquired solely for any existing legends on any certificate evidencing the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resaleSecurities. (iib) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially Certificates evidencing the Securities will contain the following form (in addition to any legend legend, until such time as they are not required by state securities lawsunder Section 4.1(c): THE THESE SECURITIES REPRESENTED HEREBY 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. SUCH , AS AMENDED (THE “SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES REQUIREMENTS OF THE AGREEMENT COVERING SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE PURCHASE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESSUCH SECURITIES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) 3.5.1 The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the HolderHxxxxx’s own account and not as a nominee for any other party, for investment, ; and not with a view toward distribution or resale. (ii) 3.5.2 This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTACT AND APPLICABLE LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICESOFFICES OF THE COMPANY. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Common Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. SUCH SECURITIES , AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR TRANSFERRED HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM REGISTRATION. THE COMPANY MAY REFUSE TO AUTHORIZE ANY TRANSFER OF THE SECURITIES IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNTIL IT HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS OF STOCK. THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH RIGHTS, ARE SET FORTH IN THE ABSENCE ARTICLES OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES INCORPORATION OF THE AGREEMENT COVERING THE PURCHASE COMPANY. A COPY OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY SAID ARTICLES OF INCORPORATION WILL BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY FURNISHED FREE OF CHARGE TO THE HOLDER OF RECORD HEREOF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESAND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (iii) The Company Issuer agrees to remove promptly, upon the request reissue this Warrant or certificates representing any shares of the holder of this Warrant and Securities issuable upon exercise of the Warrant, Stock without the legend set forth above, if at such time, prior to making any transfer of any such securities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. Such proposed transfer will not be effected until: (a) either (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration of such securities under the Securities Act is not required in Section 7(e)(iiconnection with such proposed transfer, (ii) above a registration statement under the Securities Act covering such proposed disposition has been filed by the Issuer with the Securities and Exchange Commission and has become effective under the Securities Act and the Holder has represented that the shares of Warrant Stock have been or will be sold, (iii) the Issuer has received other evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the Holder provides the Issuer with reasonable assurances that such security can be sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer has received an opinion of counsel, reasonably satisfactory to the Issuer, to the effect that registration or qualification under the securities or "blue sky" laws of any state is not required in connection with such proposed disposition, or (ii) compliance with applicable state securities or "blue sky" laws has been effected or a valid exemption exists with respect thereto. The Issuer will respond to any such notice from the documents/Holder within three (3) Trading Days. In the case of any proposed transfer under this Section 2(e), the Issuer will use reasonable efforts to comply with any such applicable state securities or "blue sky" laws, but shall in no event be required, (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to the Issuer. The restrictions on transfer contained in this Section 2(e) shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Warrant. Whenever a certificate representing the shares of Warrant Stock is required to be issued to a the Holder without a legend, in lieu of delivering physical certificates for representing the shares of Warrant Stock, the Issuer shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Warrant Stock to the Holder by crediting the account of the Holder's prime broker with DTC through its DWAC system (to the extent not inconsistent with any provisions of this Warrant or the Purchase Agreement). Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on the Holder’s behalf via DWAC if such securities upon full compliance exercise is in connection with this Agreement a sale and Rules 144 the Issuer and 145its transfer agent are participating in DTC through the DWAC system.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a breach of Holder's obligations under the Purchase Agreement or a violation of the Act or or, any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTSUCH LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES WARRANTS AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICESOFFICES OF THE COMPANY. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The initial Holder of this Warrant represents and warrants to the Company that it is an accredited investor under the Act. The initial Holder represents and warrants to the Company that it has all of the information necessary for it to evaluate an investment in the Company's securities. (ii) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock common stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock common stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (iiiii) This Warrant and all shares of Common Stock common stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT AGREEMENT, COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE EXEUCTIVE OFFICES." (iiiiv) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii10(e)(iii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145145 or upon resale in accordance with an effective registration statement.

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and Except as provided in paragraph (iii) below, all certificates representing shares of Common Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.form: (iii) The Company agrees to remove promptly, restrictions imposed by this Section 2(e) upon the request of the holder transfer of this Warrant and Securities issuable the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Securities Act, or (B) upon the Issuers receipt of an opinion of counsel, in form and substance reasonably satisfactory to the WarrantIssuer (it being understood that in-house counsel to the Holder shall be deemed to be acceptable counsel), addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws. Whenever such restrictions shall cease and terminate as to any such securities, the legend set forth Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in Section 7(e)(iithe case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legends required by paragraph (ii) above from relating to the documents/certificates for such Securities Act and state securities upon full compliance with this Agreement and Rules 144 and 145laws.

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Preferred Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of preferred Stock or Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Preferred Stock or common Stock issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145145 .

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under circumstances that will not result in a violation of the Securities Act or and any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Except as provided in paragraph (iii) below, (A) all Warrants resulting from the division or exchange of this Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with bear a legend in substantially the following form (in addition to any legend required by state securities laws): form: THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON THE SECURITIES REPRESENTED HEREBY EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. , AS AMENDED, OR UNDER ANY STATE SECURITIES LAW, AND NEITHER THIS WARRANT NOR ANY SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACTSUCH ACT OR STATE SECURITIES LAW. COPIES and (B) all certificates representing shares of Warrant Stock issued upon the exercise in whole or in part of this Warrant or thereafter transferred shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR STATE SECURITIES LAW. IN ADDITION, ANY TRANSFER OF THESE SHARES IS SUBJECT TO THE CONDITIONS SPECIFIED IN WARRANT W-CIT DATED AS OF JULY 29, 1999 ORIGINALLY ISSUED BY ENAMELON, INC. (THE "ISSUER") TO THE CIT GROUP/ CREDIT FINANCE, INC. TO PURCHASE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF THE AGREEMENT COVERING ISSUER. A COPY OF THE PURCHASE FORM OF THESE SECURITIES WARRANT W-CIT IS ON FILE WITH THE SECRETARY OF THE ISSUER AND RESTRICTING THEIR TRANSFER OR SALE MAY WILL BE OBTAINED AT NO COST FURNISHED WITHOUT CHARGE BY WRITTEN REQUEST MADE BY THE ISSUER TO THE HOLDER OF RECORD HEREOF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESISSUER. (iii) The Company agrees to remove promptly, restrictions imposed by this Section 2(e) upon the request of the holder transfer of this Warrant and Securities issuable the shares of Warrant Stock to be purchased upon exercise hereof shall terminate (A) when such securities shall have been transferred pursuant to an effective registration statement under the Securities Act and applicable state securities laws, or (B) upon the Issuer's receipt of an opinion of counsel, in form and substance reasonably satisfactory to the WarrantIssuer, addressed to the Issuer to the effect that such securities may be transferred without registration under the Securities Act and applicable state securities laws. Whenever such restrictions shall cease and terminate as to any such securities, the legend set forth Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in Section 7(e)(iithe case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legends required by paragraph (ii) above from relating to the documents/certificates for such Securities Act and state securities upon full compliance with this Agreement and Rules 144 and 145laws.

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party, ; and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof unless registered under the Securities Act shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE THESE SECURITIES REPRESENTED HEREBY 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. SUCH , AS AMENDED (THE “SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES REQUIREMENTS OF THE AGREEMENT COVERING SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE PURCHASE OF FOREGOING, THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESSUCH SECURITIES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

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

Compliance with Securities Laws. (i) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof Shares are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell sell, or otherwise dispose of this Warrant or any shares of Common Stock to be issued upon exercise hereof Shares except under circumstances that will not result in a violation of the Act or any applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely for the Holder’s 's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (ii) . This Warrant and all shares of Common Stock Shares issued upon exercise hereof of this Warrant shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS THE PRINCIPAL EXECUTIVE OFFICES. (iii) OFFICES OF THE COMPANY. Reservation of Stock. The Company agrees covenants that until the Expiration Date, the Company shall: (a) reserve from its authorized and unissued capital stock a sufficient number of shares to remove promptly, provide for the issuance of the Shares upon the request of the holder exercise of this Warrant Warrant, and Securities (b) from time to time, will take all steps necessary to amend its Certificate of Incorporation (the "Certificate") to provide sufficient reserves of Shares issuable upon exercise of the Warrant. The Company further covenants that all Shares that may be issued upon exercise of the rights represented by this Warrant and payment of the Exercise Price, the legend all as set forth herein, will be validly issued, fully paid, non-assessable and free from all taxes, liens, and other charges in Section 7(e)(ii) above from respect of the documents/issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for Shares and to distribute such other securities or property as may be issuable upon full compliance with the exercise of this Agreement and Rules 144 and 145Warrant.

Compliance with Securities Laws. (ia) The Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and Purchaser is an Accredited Investor. Purchaser is acquiring the shares of Common Stock to be issued upon exercise hereof are being acquired solely Shares for the Holder’s its own account and for the purpose of investment only and not as with a nominee view to or for sale in connection with any other partydistribution thereof. Purchaser has such knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Company and has the capacity to protect its own interests in connection therewith. Purchaser acknowledges that neither the Shares nor the Conversion Shares have been registered under the Act or under applicable state securities laws and, and for investmenttherefore, and that neither the Holder will not offerShares nor the Conversion Shares can be transferred, sell sold or otherwise dispose disposed of this Warrant except pursuant to an effective registration or any shares of Common Stock pursuant to be issued upon exercise hereof except under circumstances that will not result in a violation an exemption from the registration requirements of the Act or any and applicable state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Common Stock so purchased are being acquired solely Purchaser has not been organized or reorganized for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resalepurpose of acquiring the Shares. (iib) This Warrant Purchaser hereby acknowledges that copies of the SEC Filings have been provided (in the case of the March 2005 10-Q, on a confidential basis) or made available to Purchaser. Purchaser has been given, and all shares has availed itself of, the opportunity to obtain information from, and to ask questions and receive answers of, the officers and representatives of Common Stock issued the Company to the extent Purchaser deemed necessary to evaluate the information contained therein. Notwithstanding the foregoing, Purchaser acknowledges that there may be material information or developments regarding the Company or its business or operations not reflected or disclosed in the SEC Filings and that, in connection with Purchaser’s purchase of the Shares, Purchaser is not relying on any representation or warranty, oral or written, of any Person (including the Company or any Affiliate, director, officer or representative thereof), except for the express representations and warranties of the Company set forth in Article III hereof. (c) Purchaser acknowledges that upon exercise hereof initial issuance and thereafter until transferred pursuant to an effective registration statement under the Act and qualified under applicable state securities or blue sky laws, the certificate or certificates representing any Shares shall be stamped or imprinted with bear a legend in reading substantially the following form (in addition to any legend required by state securities laws): as follows: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH , AS AMENDED, OR ANY STATE SECURITIES LAWS AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE TRANSFERRED, SOLD OR TRANSFERRED IN THE ABSENCE OTHERWISE DISPOSED OF SUCH EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICESFROM REGISTRATION THEREUNDER. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.

Compliance with Securities Laws. (i) The Holder Assuming the accuracy of this Warrant, by acceptance the representations and warranties of the Purchasers set forth in Section 4 hereof, acknowledges that this Warrant the offer and sale by the Company of the Shares and the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other partyWarrants, and for investmentthe offer of the Warrant Shares, and that are exempt from the Holder will registration requirements of the Securities Act. Other than pursuant to an effective registration statement under the Securities Act, the Company has not offerissued, sell offered or otherwise dispose of this Warrant or sold any shares of Common Stock (including for this purpose any securities of the same or a similar class as the Common Stock) within the six-month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares and the Warrants as contemplated hereby or (ii) cause the offering of the Shares or the Warrants pursuant to this Agreement to be issued upon exercise hereof except under circumstances that will not result in a violation integrated with prior offerings by the Company for purposes of the Securities Act or any applicable state securities lawsstockholder approval provisions. Upon exercise The Company shall not directly or indirectly take, and shall not permit any of this Warrantits directors, officers or Affiliates directly or indirectly to take, any action (including, without limitation, any offering or sale to any Person of the Shares, the Holder shall, if requested Warrants or any Common Stock) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company, confirm in writing, in a form satisfactory Company for the offer and sale to the CompanyPurchasers of the Shares and the Warrants as contemplated by this Agreement, that including, without limitation, the shares filing of a registration statement under the Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the Company or any of its officers, directors or Affiliates in connection with the offer or sale of the Shares and the Warrants as contemplated by this Agreement or any other agreement to which the Company is a party. The Company is eligible to register its Common Stock so purchased are being acquired solely for resale by the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resalePurchasers under Form S-1 promulgated under the Securities Act. (ii) This Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following 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. SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (iii) The Company agrees to remove promptly, upon the request of the holder of this Warrant and Securities issuable upon exercise of the Warrant, the legend set forth in Section 7(e)(ii) above from the documents/certificates for such securities upon full compliance with this Agreement and Rules 144 and 145.