Common use of Compliance with Securities Laws Clause in Contracts

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Shares Stock to be issued upon exercise hereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Shares 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 and any applicable federal and state securities laws. (ii) This Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT AND THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED.

Compliance with Securities Laws. (a) Subject to the terms of the Registration Rights Agreement between the Holder and the Company dated as of the date hereof and notwithstanding any other provisions contained in this Warrant, the holder hereof understands and agrees that the following restrictions and limitations shall be applicable to all Warrant Shares and to all resales or other transfers thereof pursuant to the Securities Act: 2.4.1 The Holder holder hereof acknowledges agrees that the Warrant Shares acquired upon the exercise of this Warrant, if shall not registered (be sold or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing otherwise transferred unless the Warrant Shares issued to are registered under the Holder upon exercise (if not registered, for resale Securities Act and applicable state securities or otherwise, blue sky laws or if no exemption from registration exists) will bear are exempt therefrom. 2.4.2 A legend in substantially the following legendform will be placed on the certificate(s) evidencing the Warrant Shares: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFEREDRESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMUNDER, OR IN A TRANSACTION NOT SUBJECT TOEXEMPT FROM REGISTRATION UNDER, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right ." 2.4.3 Stop transfer instructions will be imposed with respect to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares so as to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any restrict resale or other partytransfer thereof, and that the Purchaser will not offer, sell or otherwise dispose of subject to this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsSection 2.4.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this WarrantCertificate, by acceptance hereof, acknowledges that this Warrant the Warrants and the shares of Warrant Shares Stock to be issued upon exercise hereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and agrees that the Purchaser Holder will not acquire the Warrant Stock, offer, sell or otherwise dispose of this Warrant or any shares of Warrant Shares 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 and any applicable federal and state securities laws. (ii) This Warrant Certificate and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT CERTIFICATE, THE WARRANTS, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Compliance with Securities Laws. (a) The Holder hereof Xxxxxxx acknowledges and agrees that none of the Warrant BioLargo Shares acquired upon the exercise will be registered, and none of this Warrant, if not registered (or if no exemption from registration exists), BioLargo Shares will have restrictions upon resale imposed by state and federal securities lawsregistration rights. Each certificate representing All certificates evidencing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) BioLargo will bear a legend substantially in the following legendform: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES ARE SUBJECT TO A LOCK-UP AGREEMENT PROHIBITING THEIR TRANSFER. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (THE "COLLECTIVELY, “SECURITIES ACT"), AND, ACCORDINGLY, LAWS”) AND MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF EXCEPT PURSUANT COUNSEL SATISFACTORY TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SUCH SECURITIES LAWS. Without limiting . (b) Notwithstanding anything contained in this Agreement to the Purchaser's right to transfercontrary, assign or no Permitted Transfer shall take place, and the Company shall not recognize any otherwise convey Permitted Transfer on the Warrant or Warrant Shares in books and records of the Company, including without limitation its stock ledger, and shall not recognize a transferee of any otherwise Permitted Transfer as a stockholder of the Company, without full compliance with all Federal and applicable state securities laws, including without limitation the Holder furnishing of this Warrant, opinions requested by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsCompany.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. . (b) Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. The undersigned understands and agrees that the following restrictions and limitations are applicable to the undersigned's purchase and resales or other transfers of the Shares pursuant to the 1933 Act. (a) The Holder hereof acknowledges undersigned agrees that the Warrant Shares acquired upon shall not be sold or otherwise transferred unless the exercise of this Warrant, if not Shares are registered under the 1933 Act and state securities laws or are exempt therefrom. (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration existsb) will bear A legend in substantially the following legendform has been or will be placed on the certificate(s) or other document(s), if any, evidencing the Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT")LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, AND, ACCORDINGLY, SUCH SECURITIES MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF EXCEPT PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN EFFECTIVE THE COMPANY THAT REGISTRATION STATEMENT UNDER IS NOT REQUIRED FOR SUCH TRANSFER OF THE SECURITIES ACT OR PURSUANT SUBMISSION TO AN AVAILABLE EXEMPTION FROM, OR THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS VIOLATION OF THE SECURITIES ACT AND IN ACCORDANCE WITH OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. Without limiting LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (c) Stop transfer instructions have been or will be imposed with respect to the Purchaser's right Shares so as to transferrestrict resale or other transfer thereof, assign or otherwise convey subject to the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance further items hereof, acknowledges that this Warrant and including the Warrant Shares to be issued upon exercise hereof are being acquired solely for provisions of the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result legend set forth in a violation of applicable federal and state securities laws.subparagraph (b) above. SUBSCRIPTION AGREEMENT Page 4 ----------------------

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares shares of Common Stock to be issued upon exercise hereof are being acquired solely for the PurchaserHolder's own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares shares of Common Stock to be issued upon exercise hereof hereof, except under circumstances that will not result in a violation of applicable federal and the United States Securities Act of 1933, as amended (the "ACT"), or any 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, own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. (b) All shares of Common Stock issued upon exercise hereof may be stamped or imprinted with the following legend (in addition to any legend required by the Act and the securities laws of any state 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, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS UNLESS DATAMETRICS CORPORATION (THE "COMPANY") HAS RECEIVED THE WRITTEN OPINION OF THE COMPANY'S COUNSEL OR OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT, AFTER INVESTIGATION OF THE RELEVANT FACTS, SUCH COUNSEL IS OF THE OPINION THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. (a) The Holder hereof agrees and acknowledges that none of these common shares acquired are, and may never be, registered under the Warrant Shares acquired upon Securities Act of 1933 or under any state securities or "blue sky" laws of any state of the exercise United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of this Warrant, if not registered (or if no exemption from registration exists1933), will have restrictions upon resale imposed by except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise . (if not registered, for resale or otherwise, or if no exemption from registration existsb) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the The Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are Note is being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser will Holder shall not offer, sell or otherwise dispose of this Warrant Note. This Note and any Note issued in substitution or any Warrant Shares to replacement there for shall be issued upon exercise hereof except under circumstances that will not result stamped or imprinted with a legend in a violation of applicable federal and state securities lawssubstantially the following form: THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON DEFAULT HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS INDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

Compliance with Securities Laws. (a1) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Purchaserholder's own account and not as a nominee for any other party, and for investment, and that the Purchaser holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of applicable federal and the Securities Act or any state securities laws. (2) The Warrant Shares and any other securities issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR WITH ANY SECURITIES COMMISSION UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT."

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, hereof acknowledges that this Warrant and the Warrant Shares shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares shares of Common Stock or Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of applicable federal and the Act or any state securities laws. (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 ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT 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 THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Compliance with Securities Laws. The undersigned understands and agrees that the following restrictions and limitations are applicable to the undersigned's purchase and resale or other transfers of the Shares and Warrants pursuant to the 0000 Xxx. (a) The Holder hereof acknowledges undersigned agrees that the Warrant Shares acquired upon and Warrants shall not be sold or otherwise transferred unless the exercise of this Warrant, if not Shares and Warrants are registered (or if no exemption from registration exists), will have restrictions upon resale imposed by under the 1933 Act and state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration existsare exempt therefrom. (b) will bear A legend in substantially the following legendform has been or will be placed on the certificate(s) or other document(s), if any, evidencing the Shares and Warrants: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT")LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, AND, ACCORDINGLY, SUCH SECURITIES MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF EXCEPT PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN EFFECTIVE THE COMPANY THAT REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMIS NOT REQUIRED FOR SUCH TRANSFER, OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS VIOLATION OF THE SECURITIES ACT AND IN ACCORDANCE WITH OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. Without limiting , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (c) Stop transfer instructions have been or will be imposed with respect to the Purchaser's right Shares and Warrants so as to transferrestrict resale or other transfer thereof, assign or otherwise convey subject to the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance further items hereof, acknowledges that this Warrant and including the Warrant Shares to be issued upon exercise hereof are being acquired solely for provisions of the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result legend set forth in a violation of applicable federal and state securities lawssubparagraph (b) above.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder 6.2.1 CASI of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the PurchaserCASI's own account and not as a nominee for any other party, and for investment, and that the Purchaser CASI will not offer, sell or otherwise dispose of this Warrant or any Warrant the Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and the Securities Act of 1933, as amended (the "Act") or any state securities laws. Upon exercise of this Warrant, CASI shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Shares so purchased are being acquired solely for CASI's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. 6.2.2 The 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 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 CASI OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. 6.2.3 CASI represents and warrants to the Company that CASI is an "accredited investor" within the meaning of Regulation D of the Securities and Exchange Commission under the Act.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise Holder, by acceptance of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing acknowledges that neither this Warrant nor the Warrant Shares issued have been registered under the Securities Act and represents and warrants to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges Company that this Warrant and the Warrant Shares to be issued upon exercise hereof are is being acquired for investment and not for distribution or resale, solely for the PurchaserHolder's own account and not as a nominee for any other partyperson, and that the Purchaser Holder will not offer, sell sell, pledge or otherwise dispose of transfer this Warrant or any Warrant Shares except (i) in compliance with the requirements for an available exemption from the Securities Act and any applicable state securities laws, or (ii) pursuant to be issued upon exercise hereof except an effective registration statement or qualification under circumstances that will not result in a violation of the Securities Act and any applicable federal and state securities laws. (b) Certificates for all Warrant Shares shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS EVIDENCED BY A LEGAL OPINION IN A FORM AND IN SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY.

Compliance with Securities Laws. (a) 3.1 The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this WarrantWarrantholder, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be any Common Stock issued upon exercise hereof (the "Securities") are being acquired solely for the PurchaserWarrantholder's own account and not as a nominee for any other party, and for investment, and that the Purchaser Warrantholder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof Securities except under circumstances that will not result in a violation of applicable federal and the Act or any state securities laws. Upon exercise of this Warrant, the Warrantholder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Common Stock so purchased are being acquired solely for the Warrantholder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale. 3.2 This Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form: "THIS WARRANT AND THE SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT AND SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS."

Compliance with Securities Laws. The undersigned understands and agrees that the following restrictions and limitations are applicable to the undersigned’s purchase and resale or other transfers of the Shares pursuant to the 1000 Xxx. (a) The Holder hereof acknowledges undersigned agrees that the Warrant Shares acquired upon shall not be sold or otherwise transferred unless the exercise of this Warrant, if not Shares are registered under the 1933 Act and state securities laws or are exempt therefrom. (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration existsb) will bear A legend in substantially the following legendform has been or will be placed on the certificate(s) or other document(s), if any, evidencing the Shares: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT")LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, AND, ACCORDINGLY, SUCH SECURITIES MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF EXCEPT PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN EFFECTIVE THE COMPANY THAT REGISTRATION STATEMENT UNDER IS NOT REQUIRED FOR SUCH TRANSFER OF THE SECURITIES ACT OR PURSUANT SUBMISSION TO AN AVAILABLE EXEMPTION FROM, OR THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS VIOLATION OF THE SECURITIES ACT AND IN ACCORDANCE WITH OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. Without limiting LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (c) Stop transfer instructions have been or will be imposed with respect to the Purchaser's right Shares so as to transferrestrict resale or other transfer thereof, assign or otherwise convey subject to the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance further items hereof, acknowledges that this Warrant and including the Warrant Shares to be issued upon exercise hereof are being acquired solely for provisions of the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result legend set forth in a violation of applicable federal and state securities lawssubparagraph (b) above.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Shares Stock to be issued upon exercise hereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Shares 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 and any applicable federal and state securities laws. (ii) This Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Shares Stock to be issued upon exercise hereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Shares 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 and any applicable federal and state securities laws. (ii) This Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT AND THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise Holder, by acceptance of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing acknowledges that neither this Warrant nor the Warrant Shares issued have been registered under the Securities Act and represents and warrants to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges Company that this Warrant and the Warrant Shares to be issued upon exercise hereof are is being acquired for investment and not for distribution or resale, solely for the PurchaserHolder's own account and not as a nominee for any other partyperson, and that the Purchaser Holder will not offer, sell sell, pledge or otherwise dispose of transfer this Warrant or any Warrant Shares except (i) in compliance with the requirements for an available exemption from the Securities Act and any applicable state securities laws, or (ii) pursuant to be issued upon exercise hereof except an effective registration statement or qualification under circumstances that will not result in a violation of the Securities Act and any applicable federal and state securities laws. (b) Certificates for all Warrant Shares shall bear a legend in substantially the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE REGISTERED UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.

Compliance with Securities Laws. (a) Subject to the terms of the Registration Rights Agreement between the Holder and the Company dated as of the date hereof and notwithstanding any other provisions contained in this Warrant, the holder hereof understands and agrees that the following restrictions and limitations shall be applicable to all Warrant Shares and to all resales or other transfers thereof pursuant to the Securities Act: 2.4.1 The Holder holder hereof acknowledges agrees that the Warrant Shares acquired upon the exercise of this Warrant, if shall not registered (be sold or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing otherwise transferred unless the Warrant Shares issued to are registered under the Holder upon exercise (if not registered, for resale Securities Act and applicable state securities or otherwise, blue sky laws or if no exemption from registration exists) will bear are exempt therefrom. 2.4.2 A legend in substantially the following legendform will be placed on the certificate(s) evidencing the Warrant Shares: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFEREDRESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMUNDER, OR IN A TRANSACTION NOT SUBJECT TOEXEMPT FROM REGISTRATION UNDER, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right ." 2.4.3 Stop transfer instructions will be imposed with respect to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares so as to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any restrict resale or other partytransfer thereof, and that the Purchaser will not offer, sell or otherwise dispose of subject to this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsSection .

Compliance with Securities Laws. The undersigned understands and agrees that the following restrictions and limitations are applicable to the undersigned's purchase and resales or other transfers of the Securities pursuant to the 1933 Act. (a) The Holder hereof acknowledges undersigned agrees that the Warrant Shares acquired upon Securixxxx xxall not be sold or otherwise transferred unless the exercise of this Warrant, if not Securities are registered under the 1933 Act and state securities laws or are exempt from applicable registration requirements. (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration existsb) will bear A legend in substantially the following legendform has been or will be placed on the certificate(s) or other document(s) evidencing the Securities: THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES EVIDENCED 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, AS AMENDED (THE "AMENDED, OR ANY STATE SECURITIES ACT"), AND, ACCORDINGLY, HAVE BEEN OBTAINED FOR INVESTMENT AND MAY NOT BE OFFERED, TRANSFERRED, OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES ACTS WITH RESPECT TO THE INTERESTS IS THEN IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting ACTS ARE THEN APPLICABLE TO THE OFFER OR SALE. (c) Stop transfer instructions have been or will be imposed with respect to the Purchaser's right Securities so as to transferrestrict resale or other transfer thereof, assign or otherwise convey subject to the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance further items hereof, acknowledges that this Warrant and including the Warrant Shares to be issued upon exercise hereof are being acquired solely for provisions of the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result legend set forth in a violation of applicable federal and state securities lawssubparagraph (b) above.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not registered (as a nominee for any other party, and for investment, and that the Holder will not offer, sell or if no otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration exists)registration, will have restrictions upon resale imposed by under the Securities Act and any applicable state and federal securities laws. Each certificate . (ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing the shares of Warrant Shares Stock issued to the Holder upon exercise (if not registered, for resale hereof shall be stamped or otherwise, or if no exemption from registration exists) will bear imprinted with a legend in substantially the following legendform: THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, ) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFEREDSOLD, TRANSFERRED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT DELCATH SYSTEMS, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROMDELCATH SYSTEMS, OR IN A TRANSACTION NOT SUBJECT TO, THE INC. THAT REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right LAWS IS NOT REQUIRED. (iii) The Issuer agrees to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of reissue this Warrant or certificates representing any of the Warrant Shares to be issued upon exercise hereof except under circumstances that will not result Stock, without the legend as set forth in a violation Section 5.1 of applicable federal and state securities lawsthe Purchase Agreement.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder’s own account and not registered (as a nominee for any other party, and for investment, and that the Holder will not offer, sell or if no otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration exists)registration, will have restrictions upon resale imposed by under the Securities Act and any applicable state and federal securities laws. Each certificate . (ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing the shares of Warrant Shares Stock issued to the Holder upon exercise (if not registered, for resale hereof shall be stamped or otherwise, or if no exemption from registration exists) will bear imprinted with a legend in substantially the following legendform: THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, OFFERED OR SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. Without limiting the Purchaser's right THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. (iii) The Issuer agrees to transfer, assign reissue this Warrant or otherwise convey certificates representing any of the Warrant or Warrant Shares in compliance with all applicable securities lawsStock, 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 (i) the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer (at the Issuer’s expense), to the effect that the registration of such securities under the Securities Act is not required in connection with such proposed transfer, (ii) 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, (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. The Issuer will respond to any such notice from a holder within three (3) Trading Days. In the case of any proposed transfer under this Section 2(h), 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 or (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. The restrictions on transfer contained in this Section 2(h) 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, by acceptance hereof, acknowledges that this Warrant and . Whenever a certificate representing the Warrant Shares Stock is required to be issued upon exercise hereof are being acquired solely for to the Purchaser's own Holder without a legend, in lieu of delivering physical certificates representing the Warrant Stock, the Issuer shall, at the Holder’s option, cause its transfer agent to electronically transmit the Warrant Stock to the Holder by crediting the account and not as a nominee for any other party, and of the Holder’s Prime Broker with DTC through its DWAC system (provided that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result Issuer and the Issuer’s transfer agent are participating in a violation of applicable federal and state securities lawsDTC through the DWAC system).

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Option Shares acquired upon the exercise of this WarrantOption, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Option Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. . (b) Without limiting the PurchaserInvestor's right to transfer, assign or otherwise convey the Warrant Option or Warrant Option Shares in compliance with all applicable securities laws, the Holder Investor of this WarrantOption, by acceptance hereof, acknowledges that this Warrant Option and the Warrant Option Shares to be issued upon exercise hereof are being acquired solely for the PurchaserInvestor's own account and not as a nominee for any other party, and that the Purchaser Investor will not offer, sell or otherwise dispose of this Warrant Option or any Warrant Option Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. (a) Each Shareholder agrees that any Transfer of Equity Securities of the Company permitted hereunder and engaged in by such Shareholder shall be required to comply with all federal and state securities laws and any securities laws of The Holder hereof acknowledges Netherlands applicable to such transaction. At the request of the Company, the transferring Shareholder shall deliver to the Company an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the general counsel of the Company, to the effect that the Warrant Shares acquired upon the exercise of Transfer satisfies this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities lawsSection 4.02. Each book entry position or certificate representing the Warrant Shares issued to a Shareholder shall bear a notation or legend on the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear reverse side thereof substantially in the following legendform in addition to any other legend as required by applicable law or by agreement with the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, AND MAY NOT BE OFFEREDOFFERED OR SOLD, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR PURSUANT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROM, THE COMPANY MAY BE REQUESTED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY MAY BE SUBJECT TO CERTAIN TERMS AND CONDITIONS SET FORTH IN A TRANSACTION NOT SUBJECT TOSHAREHOLDERS’ AGREEMENT, DATED AS OF OCTOBER [•], 20[•] (AS MAY BE AMENDED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsCOMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

Compliance with Securities Laws. (a) The Holder hereof acknowledges Employee represents and warrants to the Company that Employee is acquiring the Warrant Shares acquired upon the exercise for his own account, for investment, and without a view to any sale or distribution thereof in violation of this Warrant, if not registered (any federal or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate Employee understands that the grant of the Shares to Employee has not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and, accordingly, that in addition to the other restrictions placed on the Shares by this Agreement, the Shares may not be offered, sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered in absence of either (a) an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws or (b) an opinion of counsel satisfactory to the Company that such registration is not required. (b) Employee agrees that the certificates representing the Warrant Shares issued to (whether the Holder upon exercise (if not registered, for resale Shares are Restricted Shares or otherwise, or if no exemption from registration existsTransferable Shares) will shall bear a legend in substantially the following legendform: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR ANY STATE SECURITIES ACT"), LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, SOLD EXCHANGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED ENCUMBERED IN THE ABSENCE OF EXCEPT PURSUANT TO EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS OR (2) AN OPINION OF COUNSEL SATISFACTORY TO SUPERIOR OFFSHORE INTERNATIONAL, INC. Without limiting THAT SUCH REGISTRATION IS NOT REQUIRED.” (c) Upon the Purchaser's right execution of this Agreement and receipt of any certificates for the Shares pursuant to transferthis Agreement, assign Employee (or otherwise convey Employee’s legal representative upon Employee’s death or disability) will enter into such additional written representations, warranties and agreements as the Warrant or Warrant Shares Company may reasonably request in compliance order to comply with all applicable securities laws, the Holder of laws or with this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsAgreement.

Compliance with Securities Laws. This Warrant and the Shares have not been registered under the Securities Act of 1933 (athe “Act”) The Holder hereof acknowledges or qualified under the securities laws of the several states of the United States (“State Laws"). This Warrant and the Shares have been purchased for investment and not with a view to distribution or resale, and may not be assigned, sold or made subject to a security interest, pledged, hypothecated, or otherwise transferred without an effective registration statement for such Warrant or Shares under the Act and qualification under State Laws or an opinion of counsel satisfactory to the Company that the Warrant Shares acquired such registration and qualification are not required. Any shares issued upon the exercise of this Warrant, if not registered Warrant (or if no exemption from unless pursuant to an effective registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing statement under the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration existsAct) will shall bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF THE SEVERAL STATES OF THE UNITED STATES (“STATE LAWS”). THE "SECURITIES ACT")HOLDER HEREOF, ANDBY PURCHASING THIS SECURITY, ACCORDINGLY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, TRANSFERREDSOLD, SOLD PLEDGED, OR OTHERWISE DISPOSED TRANSFERRED BY SUCH HOLDER PRIOR TO THE LATER OF EXCEPT THE (a) SECOND ANNIVERSARY OF THE ORIGINAL ISSUANCE HEREOF OR (b) IF APPLICABLE, THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE, OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN AVAILABLE EXEMPTION FROMFROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT SUBJECT TO, THE REQUIRE REGISTRATION REQUIREMENTS OF UNDER THE SECURITIES ACT AND BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER. Without limiting the Purchaser's right to transferTHE HOLDER HEREOF, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities lawsBY PURCHASING THIS SECURITY, the Holder of this WarrantREPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A NON-U.S. PERSON, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsAND ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares 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 and any applicable federal and state securities laws. (ii) Except as provided in paragraph (iii) below, this Warrant shall be stamped or imprinted with a legend in substantially the following form: NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS SECURITY AND THE SECURITIES ISSUEABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. (iii) The Issuer agrees to reissue this Warrant, 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) other than with respect to transfer to Affiliates of the Issuer, the Issuer has received an opinion of counsel reasonably satisfactory to the Issuer, to the effect that the registration or qualification of such securities under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act or state securities laws 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 securities have been qualified under state securities laws, (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 reasonable assurance 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 a holder within five Trading Days. In the case of any proposed transfer under this Section 2(h), 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(h) 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 Warrant Shares is required to be issued to the Holder without a legend, in lieu of delivering physical certificates representing the Warrant Shares, the Issuer shall cause its transfer agent to electronically transmit the Warrant Shares to the Holder by crediting the account of the Holder or 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).

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's ’s right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's ’s own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are Note is being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser will Holder shall not offer, sell or otherwise dispose of this Warrant Note except in accordance with applicable law. This Note and any Note issued in substitution or any Warrant Shares to replacement therefor shall be issued upon exercise hereof except under circumstances that will not result stamped or imprinted with a legend in a violation of applicable federal and state securities lawssubstantially the following form: “THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.” UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER17, 2008

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise Holder, by acceptance of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing acknowledges that neither this Warrant nor the Warrant Shares issued have been registered under the Securities Act and represents and warrants to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges Company that this Warrant and the Warrant Shares to be issued upon exercise hereof are is being acquired for investment and not for distribution or resale, solely for the PurchaserHolder's own account and not as a nominee for any other partyperson, and that the Purchaser Holder will not offer, sell sell, pledge or otherwise dispose of transfer this Warrant or any Warrant Shares except as may be permitted under this Warrant and then only (i) in compliance with the requirements for an available exemption from the Securities Act and any applicable state securities laws, or (ii) pursuant to be issued upon exercise hereof except an effective registration statement or qualification under circumstances that will not result in a violation of the Securities Act and any applicable federal and state securities laws. (b) Certificates for all Warrant Shares shall bear a legend in substantially the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE REGISTERED UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION PREVIOUSLY AGREED TO BY THE COMPANY. .

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock, Series C Warrants and Series D Warrants to be issued upon exercise hereof are being acquired solely for the Holder's own account and not registered (as a nominee for any other party, and for investment, and that the Holder will not offer, sell or if no otherwise dispose of this Warrant or any shares of Warrant Stock, Series C Warrants and Series D Warrants to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration exists)registration, will have restrictions upon resale imposed by under the Securities Act and any applicable state and federal securities laws. Each certificate . (ii) This Warrant and all certificates representing the shares of Warrant Shares Stock, Series C Warrants and Series D Warrants issued to the Holder upon exercise (if not registered, for resale hereof shall be stamped or otherwise, or if no exemption from registration exists) will bear imprinted with a legend in substantially the following legendform: THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE OF SERIES B CONVERTIBLE PREFERRED STOCK, SERIES C WARRANTS AND SERIES D WARRANTS ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, ) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFEREDSOLD, TRANSFERRED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ISSUER THAT REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsLAWS IS NOT REQUIRED.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, Lender acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are Note is being acquired solely for the Purchaser's Lender’s own account and not as a nominee for any other party, and for investment, and that the Purchaser will Lender shall not offer, sell or otherwise dispose of this Warrant Note other than in compliance with the laws of the United States of America and as guided by the rules of the Securities and Exchange Commission. This Note and any Note issued in substitution or any Warrant Shares to replacement therefore shall be issued upon exercise hereof except under circumstances that will not result stamped or imprinted with a legend in a violation of applicable federal and state securities lawssubstantially the following form: “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR FIBERNET TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH NOTE UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” “THE INDEBTEDNESS AND ALL OBLIGATIONS EVIDENCED OR REPRESENTED HEREBY, AND CERTAIN OTHER SUBORDINATED CLAIMS, ARE POSTPONED, SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS, AS DEFINED IN AND ON THE TERMS SET FORTH IN THE SUBORDINATION AGREEMENT DATED AS OF JUNE 13, 2003, EXECUTED AND DELIVERED FOR THE BENEFIT OF THE HOLDERS OF SUCH SENIOR INDEBTEDNESS BY THE MAKER HEREOF, DEUTSCHE BANK AG NEW YORK BRANCH, AND CERTAIN OTHER SIGNATORIES THERETO. THE PROVISIONS OF SAID AGREEMENT ARE HEREBY INCORPORATED HEREIN, AS IF SET FORTH AT LENGTH HEREIN AND A COPY OF SAID AGREEMENT WILL BE PROVIDED BY BORROWER UPON REQUEST”

Compliance with Securities Laws. The undersigned understands and agrees that the following restrictions and limitations are applicable to the undersigned's purchase and resale or other transfers of the Shares and Warrants pursuant to the 1000 Xxx. (a) The Holder hereof acknowledges undersigned agrees that the Warrant Shares acquired upon and Warrants shall not be sold or otherwise transferred unless the exercise of this Warrant, if not Shares and Warrants are registered (or if no exemption from registration exists), will have restrictions upon resale imposed by under the 1933 Act and state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration existsare exempt therefrom. (b) will bear A legend in substantially the following legendform has been or will be placed on the certificate(s) or other document(s), if any, evidencing the Shares and Warrants: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (AMENDED, OR THE "SECURITIES ACT")LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, AND, ACCORDINGLY, SUCH SECURITIES MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF EXCEPT PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN EFFECTIVE THE COMPANY THAT REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMIS NOT REQUIRED FOR SUCH TRANSFER, OR SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS VIOLATION OF THE SECURITIES ACT AND IN ACCORDANCE WITH OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. Without limiting , OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (c) Stop transfer instructions have been or will be imposed with respect to the Purchaser's right Shares and Warrants so as to transferrestrict resale or other transfer thereof, assign or otherwise convey subject to the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance further items hereof, acknowledges that this Warrant and including the Warrant Shares to be issued upon exercise hereof are being acquired solely for provisions of the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result legend set forth in a violation of applicable federal and state securities lawssubparagraph (b) above.

Compliance with Securities Laws. (a) The Holder hereof of this Note acknowledges that this Note is being acquired solely for the Warrant Shares acquired upon Holder’s own account and not as a nominee for any other party, and for investment, and that the exercise Holder shall not offer, sell or otherwise dispose of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal Note in violation of securities laws. Each certificate representing the Warrant Shares This Note and any note issued to the Holder upon exercise (if not registered, for resale in substitution or otherwise, replacement therefor shall be stamped or if no exemption from registration exists) will bear imprinted with a legend in substantially the following legendform: THE SHARES REPRESENTED BY “THIS CERTIFICATE HAVE NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, OFFERED OR SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.” During the Purchaser's right to transferCanadian Lock-Up Period, assign this Note and any note issued in substitution or otherwise convey the Warrant or Warrant replacement therefor, and any Conversion Shares in compliance with all applicable securities laws, the Holder issued on exercise of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant Note or any Warrant Shares to note issued in substitution or replacement therefor shall be issued upon exercise hereof except under circumstances that will not result stamped or imprinted with a legend in a violation of applicable federal and state securities lawssubstantially the following form: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND OF ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE FEBRUARY 28, 2022.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this WarrantHolder, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof Securities are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and not with a view to or in connection with a distribution, and that the Purchaser Holder will not offer, sell or otherwise dispose of the Securities except pursuant to an effective registration statement under the Securities Act and under applicable State laws, or an exemption therefrom. (ii) Except as provided in paragraph (iii) below, this Warrant or any and all certificates representing Warrant Shares to be issued upon exercise hereof except under circumstances that will not result of this Warrant shall be stamped or imprinted with a legend in substantially the following form: THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS OR (II) THE TRANSACTION IS EXEMPT FROM SUCH REGISTRATION AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL. (iii) Notwithstanding the foregoing, the legend requirement set forth in Section 4(d)(ii) shall terminate with respect to certificates representing Warrant Shares issued upon exercise of the Warrant immediately upon the effectiveness of a violation registration statement covering the sale of applicable federal and state securities lawsthe Warrant Shares.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Shares Stock to be issued upon exercise hereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Shares 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 and any applicable federal and state securities laws. (ii) All certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT, AND ANY TRANSFEREE OF SUCH SECURITIES SHALL BE BOUND BY THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE WITH, AND AVAILABLE FROM, THE SECRETARY OF NEPHROS, INC.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Purchaserholder's own account and not as a nominee for any other party, and for investment, and that the Purchaser holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of applicable federal and the Securities Act or any 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 that would violate the Securities Act. (ii) The Warrant Shares and any other securities issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): 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 ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's AMF’s right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's AMF’s own account and not as a nominee for any other party, and that the Purchaser AMF will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares 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 and any applicable federal and state securities laws. (b) All certificates representing the Warrant Shares shall be stamped or imprinted with a legend in substantially the following form: THE SECURITIES ISSUED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. THE SECURITIES ISSUED HEREBY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND UNDER APPLICABLE STATE SECURITIES LAWS AS TO THE SECURITIES ISSUED HEREBY OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YI XIN INTERNATIONAL COPPER, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Compliance with Securities Laws. (a) The Holder hereof acknowledges Employee represents and warrants to the Company that Employee is acquiring the Warrant Shares acquired upon the exercise for his own account, for investment, and without a view to any sale or distribution thereof in violation of this Warrant, if not registered (any federal or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate Employee understands that the grant of the Shares to Employee has not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and, accordingly, that in addition to the other restrictions placed on the Shares by this Agreement, the Shares may not be offered, sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered in absence of either (a) an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws or (b) an opinion of counsel satisfactory to the Company that such registration is not required. (b) Employee agrees that the certificates representing the Warrant Shares issued to (whether the Holder upon exercise (if not registered, for resale Shares are Restricted Shares or otherwise, or if no exemption from registration existsTransferable Shares) will shall bear a legend in substantially the following legendform: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "AMENDED, OR ANY STATE SECURITIES ACT"), LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, SOLD EXCHANGED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED ENCUMBERED IN THE ABSENCE OF EXCEPT PURSUANT TO EITHER (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMOF 1933, OR IN A TRANSACTION NOT SUBJECT TOAS AMENDED, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS OR (2) AN OPINION OF COUNSEL SATISFACTORY TO SUPERIOR OFFSHORE INTERNATIONAL, INC. Without limiting THAT SUCH REGISTRATION IS NOT REQUIRED. (c) Upon the Purchaser's right execution of this Agreement and receipt of any certificates for the Shares pursuant to transferthis Agreement, assign Employee (or otherwise convey Employee’s legal representative upon Employee’s death or disability) will enter into such additional written representations, warranties and agreements as the Warrant or Warrant Shares Company may reasonably request in compliance order to comply with all applicable securities laws, the Holder of laws or with this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsAgreement .

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not registered (as a nominee for any other party, and for investment, and that the Holder will not offer, sell or if no otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration exists)registration, will have restrictions upon resale imposed by under the Securities Act and any applicable state and federal securities laws. Each certificate . (ii) This Warrant and all certificates representing the shares of Warrant Shares Stock issued to the Holder upon exercise (if not registered, for resale hereof shall be stamped or otherwise, or if no exemption from registration exists) will bear imprinted with a legend in substantially the following legendform: THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE OF SERIES B-2 CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, ) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFEREDSOLD, TRANSFERRED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ISSUER THAT REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsLAWS IS NOT REQUIRED.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares shares of Common Stock to be issued upon exercise conversion hereof are being acquired solely for the PurchaserHolder's own account as principal and not as a nominee for any other party, and for investment purposes, and that the Purchaser Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares shares of Common Stock to be issued upon exercise conversion hereof except under circumstances that will not result in a violation of applicable federal and the Securities Act or any state securities laws. (ii) This Warrant and all shares of Common Stock issued upon conversion 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 PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE LAWS. COPIES OF THE AGREEMENT COVERING THE ISSUANCE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE ISSUER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Compliance with Securities Laws. (ai) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if by acceptance hereof, acknowledges that this Warrant or the shares of Warrant Stock to be issued upon exercise hereof, as applicable, are being acquired for the Holder's own account and not registered (as a nominee for any other party, and for investment, and that the Holder will not offer, sell or if no otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof, except pursuant to an effective registration statement, or an exemption from registration existsregistration, under the Securities Act and any applicable state securities laws. (ii) Except as provided in Section 2(f)(iii), will have restrictions upon resale imposed by state this Warrant and federal securities laws. Each certificate all certificates representing the shares of Warrant Shares Stock issued to the Holder upon exercise (if not registered, for resale hereof shall be stamped or otherwise, or if no exemption from registration exists) will bear imprinted with a legend in substantially the following legendform: THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFEREDSOLD, TRANSFERRED, SOLD TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO VISUALMED CLINICAL SOLUTION CORPORATION SHALL HAVE RECEIVED AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE OPINION OF COUNSEL THAT REGISTRATION REQUIREMENTS OF SUCH SECURITIES UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsLAWS IS NOT REQUIRED.

Compliance with Securities Laws. (ai) The Holder hereof of this Warrant, by acceptance hereof, acknowledges that the transfer of this Warrant and the Warrant Shares is subject to the Holder's compliance with the provisions of the Securities Act and any applicable state securities laws in respect of any such transfer. (ii) The certificate or certificates representing any Warrant Shares acquired upon the exercise of this Warrant, if not registered (and any Common Stock or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal other securities laws. Each certificate representing the issued in respect of such Warrant Shares issued to the Holder upon exercise (if not registeredany stock split, for resale stock dividend, recapitalization, merger, consolidation or otherwisesimilar event, shall be stamped or if no exemption from registration exists) will bear substantially otherwise imprinted with the following legend: legend (unless such a legend is no longer required under the Securities Act): THE TRANSACTION IN WHICH THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE WERE ACQUIRED WAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT OR ANY STATE SECURITIES LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE OFFERED, TRANSFERRED, SOLD VALID OR OTHERWISE DISPOSED OF EXCEPT EFFECTIVE UNLESS SUCH TRANSFER IS MADE (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMAND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (B) IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THAT QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsLAWS AND FOR WHICH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT HAS BEEN PROVIDED.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise Holder, by acceptance of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing acknowledges that neither this Warrant nor the Warrant Shares issued have been registered under the Securities Act and represents and warrants to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges Company that this Warrant and the Warrant Shares to be issued upon exercise hereof are is being acquired for investment and not for distribution or resale, solely for the PurchaserHolder's own account and not as a nominee for any other partyperson, and that the Purchaser Holder will not offer, sell sell, pledge or otherwise dispose of transfer this Warrant or any Warrant Shares except as may be permitted under this Warrant and then only (i) in compliance with the requirements for an available exemption from the Securities Act and any applicable state securities laws, or (ii) pursuant to be issued upon exercise hereof except an effective registration statement or qualification under circumstances that will not result in a violation of the Securities Act and any applicable federal and state securities laws. (b) Certificates for all Warrant Shares shall bear a legend in substantially the following form: THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, UNLESS SUCH SHARES ARE REGISTERED UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED, SUCH OPINION TO BE IN THE FORM OF OPINION PREVIOUSLY AGREED TO BY THE COMPANY.

Compliance with Securities Laws. (a1) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares shares of Common Stock to be issued upon exercise hereof or conversion thereof are being acquired solely for the Purchaser's holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares shares of Common Stock to be issued upon exercise hereof or conversion thereof except under circumstances that will not result in a violation of applicable federal and the Securities Act or any state securities laws. (2) The Warrant Shares and any other securities issued upon exercise hereof or conversion thereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR WITH ANY SECURITIES COMMISSION UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.”

Compliance with Securities Laws. (a) The Holder hereof agrees and acknowledges that none of these common shares being pledged as security are, and may never be, registered under the Warrant Shares acquired upon Securities Act of 1933 or under any state securities or "blue sky" laws of any state of the exercise United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of this Warrant, if not registered (or if no exemption from registration exists1933), will have restrictions upon resale imposed by except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise . (if not registered, for resale or otherwise, or if no exemption from registration existsb) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the The Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are Note is being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser will Holder shall not offer, sell or otherwise dispose of this Warrant Note. This Note and any Note issued in substitution or any Warrant Shares to replacement there for shall be issued upon exercise hereof except under circumstances that will not result stamped or imprinted with a legend in a violation of applicable federal and state securities lawssubstantially the following form: THIS NOTE AND THE SHARES OF COMMON STOCK PLEDGED HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON DEFAULT HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS INDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

Compliance with Securities Laws. (a) The Holder hereof 4.1 Compliance with U.S. Federal Securities Laws. Purchaser understands and acknowledges that the Warrant Shares acquired upon have not been registered with the SEC under the Securities Act and that, notwithstanding any other provision of the Stock Option Agreement to the contrary, the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions any rights to purchase any Shares is expressly conditioned upon resale imposed by compliance with the Securities Act and all applicable state and federal securities laws. Each certificate representing Purchaser agrees to cooperate with the Warrant Company to ensure compliance with such laws. The Shares are being issued under the Securities Act pursuant to the Holder upon exercise exemption provided by SEC Rule 701. 4.2 Compliance with California Securities Laws. THE PLAN, THE STOCK OPTION AGREEMENT, AND THIS EXERCISE AGREEMENT ARE INTENDED TO COMPLY WITH SECTION 25102(o) OF THE CALIFORNIA CORPORATIONS CODE AND ANY RULES (if not registeredINCLUDING COMMISSIONER RULES, for resale or otherwise, or if no exemption from registration existsIF APPLICABLE) will bear substantially the following legend: OR 36 37 REGULATIONS PROMULGATED THEREUNDER BY THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION CALIFORNIA DEPARTMENT OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED CORPORATIONS (THE "SECURITIES ACTREGULATIONS"). ANY PROVISION OF THIS EXERCISE AGREEMENT WHICH IS INCONSISTENT WITH SECTION 25102(O) SHALL, AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES WITHOUT FURTHER ACT OR PURSUANT AMENDMENT BY THE COMPANY OR THE BOARD, BE REFORMED TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, COMPLY WITH THE REGISTRATION REQUIREMENTS OF SECTION 25102(O). THE SALE OF THE SECURITIES ACT THAT ARE THE SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA COMMISSIONER OF CORPORATIONS AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSNOT EXEMPT FROM SUCH QUALIFICATION, IS SUBJECT TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE IS EXEMPT. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities lawsTHE RIGHTS OF THE PARTIES TO THIS EXERCISE AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, Note acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are Note is being acquired solely for the Purchaser's Holder’s own account and not as a nominee for any other party, and for investment, and that the Purchaser will Holder shall not offer, sell or otherwise dispose of this Warrant Note. This Note and any Note or any Warrant Shares to shares of common stock issued in substitution or replacement therefor shall be issued upon exercise hereof except under circumstances that will not result stamped or imprinted with legends in a violation of applicable federal and state securities lawssubstantially the following form: THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS INDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

Compliance with Securities Laws. (a) The Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. . (b) Without limiting the PurchaserInvestor's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder Investor of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the PurchaserInvestor's own account and not as a nominee for any other party, and that the Purchaser Investor will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.

Compliance with Securities Laws. (a) The Holder hereof acknowledges undersigned understands and agrees that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have following restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued limitations are applicable to the Holder upon exercise (if undersigned’s purchase and resales or other transfers of the Securities pursuant to the 1933 Act. The undersigned agrees that the Securities shall not registered, for resale be sold or otherwise, otherwise transferred unless the Securities are registered under the 1933 Act and state securities laws or if no exemption are exempt from applicable registration exists) will bear requirements. A legend in substantially the following legendform has been or will be placed on the certificate(s) or other document(s) evidencing the Securities: THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES EVIDENCED 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, AS AMENDED (THE "AMENDED, OR ANY STATE SECURITIES ACT"), AND, ACCORDINGLY, HAVE BEEN OBTAINED FOR INVESTMENT AND MAY NOT BE OFFERED, TRANSFERRED, OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES ACTS WITH RESPECT TO THE INTERESTS IS THEN IN EFFECT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSACTS ARE THEN APPLICABLE TO THE OFFER OR SALE. Without limiting Stop transfer instructions have been or will be imposed with respect to the Purchaser's right Securities so as to transferrestrict resale or other transfer thereof, assign or otherwise convey subject to the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance further items hereof, acknowledges that this Warrant and including the Warrant Shares to be issued upon exercise hereof are being acquired solely for provisions of the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result legend set forth in a violation of applicable federal and state securities lawssubparagraph (b) above.