Common use of Covenants and Conditions Clause in Contracts

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the Shares shall, subject to Section 6 hereof, bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant the Option nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), ) or any state securities laws (the "Blue Sky Laws"). This Warrant The Option has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion option of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any other applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant the Option shall be restricted in the same manner and to the same extent as the Warrant, Option and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. The Holder hereof and the Company agree agrees to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant the Option and any shares of Common Stock Shares issued upon exercise hereof of the Option with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, the Option shall upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that the Option such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrantthe Option.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued Shares upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant the Option nor the Shares have been registered regis- tered under the Securities Act of 1933, as amended (the "Securities Securi ties Act"), ) or any state securities laws (the "Blue Sky Laws"). This Warrant The Option has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecatedhypothe- cated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion opin- ion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant the Option shall be restricted in the same manner and to the same extent as the Warrant, Option and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFI CATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH AP- PLICABLE STATE SECURITIES LAW SHALL HAVE BECOME EFFEC TIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. The Holder hereof and the Company agree agrees to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant the Option and any shares of Common Stock issued Shares is- sued upon exercise hereof of the Option with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant willthe Option shall, upon issuance is- suance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto there- to or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that the Option such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrantthe Option.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired by Holder for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the this Warrant under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, counsel that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the this Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (A) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (B) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on this Warrant and such certificates. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. The Holder agrees that the Company may decline to permit a transfer of this Warrant if such transfer would result in this Warrant being held by more than 35 persons, exclusive of "accredited" investors as defined under Regulation D promulgated under the Act, or if such proposed transferee does not meet then applicable qualifications for investors in securities offerings exempt from registration. Furthermore, the unexercised Warrant may be transferred in full (subject to the provisions hereof) but not in part. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant willshall, upon issuance and payment therefortherefor in accordance with the terms hereof, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this WarrantWarrant and all other outstanding Warrants.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). The Holder represents that it is an "accredited investor", as defined under Regulation D of the Securities Act, experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investments, and has the ability to bear the economic risks of its investments. This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) without an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) unless Holder shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory acceptable to the Company (which opinion shall be in form, substance and its counselscope customary for opinions of counsel in comparable transactions) to the effect that the Warrant or such portion of the Warrant to be sold or transferred may be sold or transferred under an exemption from such registration, that registration is not required or (iii) unless sold under Rule 144 promulgated under the Securities Act (or under successor rule) and any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject until such time as the Shares have been registered under the Securities Act as contemplated pursuant to Section 6 hereof12 hereof or otherwise may be sold by Holder under Rule 144, bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED (I) UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) UNLESS REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that this Warrant and all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company represents and warrants that the issuance of this Warrant will not result in an adjustment in the number of shares of Common Stock issuable upon the exercise or conversion of any Convertible Securities or Option Securities (each as defined in Section 5(b) below), as the case may be, pursuant to any anti-dilution or similar provisions contained in such securities. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. If any Shares which may be issued upon exercise of this Warrant require registration or qualification with any governmental authority under any federal or state law before such shares may be so issued, the Company will in good faith use its reasonable best efforts as expeditiously as possible at its expense to cause such Shares to be duly registered or qualified. If the Company shall list any shares of Common Stock on any securities exchange or market it will, at its expense, list thereon, maintain and increase when necessary such listing, of, all Shares to be issued upon exercise of this Warrant.

Covenants and Conditions. The above provisions are provision is subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This The Holder acknowledges and agrees that this Warrant has been acquired for investment purposes and not with a view to distribution or resale and in violation of the registration provisions of the Securities Act. This Warrant may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel). Transfer Laws; and transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS AND CONDITIONS ALL AS SET FORTH IN THE SHAREHOLDERS AGREEMENT DATED SEPTEMBER 16, 1999. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) Holder hereby agrees to be bound by the provisions of the Shareholders Agreement dated as of September 16, 1999 among the Company and the shareholders of the Company signatory thereto. Upon the Company's request, Holder agrees to execute a counterpart to the Shareholders Agreement to evidence the foregoing. (c) The Company covenants and agrees that all Shares which that may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges charges, and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Warrant have been acquired for investment purposes only and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF l933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree agrees to execute all such other documents and instruments as counsel for to the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws. (b) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions Provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFCATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF COUNSEL (WHOSE OPINION AND COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY) REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. The Holder hereof Agent and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. The Agent agrees that the Company may decline to permit a transfer of this Warrant if the proposed transferee does not meet then applicable qualifications for investors in securities offerings exempt from registration. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times times, commencing on the date this Warrant shall become exercisable, reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this the Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor not the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale resale, and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE LAW OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("''Blue Sky Laws"''). This Warrant and the Warrant Shares have been issued in reliance on an exemption from registration under the Securities Act provided by Rule 506 promulgated thereunder, and an exemption from registration under applicable Blue Sky Laws, and the Warrant and the Warrant Shares may be resold in accordance with such provisions, in addition to any other rule or statute which may permit such Warrant and Warrant Shares to be resold. This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws.THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES ACT''), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. 2 (b) The Company covenants and agrees that all Warrant Shares which that may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Warrant Shares issued upon exercise of this Warrant with applicable federal and state securities laws. In furtherance of the foregoing, the Holder represents and warrants: (i) The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that the Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; (ii) The Holder is acquiring this Warrant, and will acquire the Warrant Shares, for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder understands that this Warrant has not been, and the Warrant Shares will not be, registered under the Securities Act or any Blue Sky Laws by reason of exemptions from the registration provisions of the Securities Act and such Blue Sky Laws that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder's representations; (iii) The Holder is familiar with the provisions of Rule 144 under the Act which permits the limited resale of restricted securities, subject to the satisfaction of certain conditions; (iv) The Holder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and the opportunity to review the Company's facilities, financial statements and any other documents requested by the Holder. The Holder has also had an opportunity to ask questions of officers of the Company, which were answered to its satisfaction.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired by the Holder for investment purposes and not with a view to distribution or resale resale, and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE LAW OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant Optionee acknowledges and agrees that neither the Option nor the Option Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has Optionee covenants and agrees that the Option and the Option Shares have been acquired for investment purposes and not with a view to distribution or resale and the Option Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Option Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (III) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE LAW OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. Optionee and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant the Option and any shares of Common Stock Option Shares issued upon the exercise hereof thereof with applicable federal and state securities laws. Optionee agrees that the Company may decline to permit a transfer of the Option if the proposed transferee does not meet the applicable qualifications for investors in securities offerings exempt from registration. (b) The Company covenants and agrees that all Option Shares which may be issued upon the exercise of this Warrant the Option will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Boult, Cummings, Conners & Berry PLC is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be Sxxxxx xhalx xx restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) 4.1. Neither this Warrant Certificate nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant Certificate has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counselIssuer, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company Issuer hereby acknowledges that Investment Law Group LLP King & Spalding is acceptable counsel). Transfer of Warrant Shares issued upon the exercise of this Warrant Certificate shall be restricted in the same manner and to the same extent as the Warrant, Warrant Certificate and the certificates representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER, REGISTRATION UNDER SUCH ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company Issuer agree to execute all such other documents and instruments as counsel for the Company Issuer reasonably deems necessary to effect the compliance of the issuance of this Warrant Certificate and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) 4.2. The Company Issuer covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant Certificate will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company Issuer shall at all times reserve and keep available for issuance upon the exercise of this Warrant that Certificate such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this WarrantWarrant Certificate.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Xxxxxxxxx, Xxxxxx & Xxxxxxx, P.C. is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) . The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (b) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of Common Stock at a price per share below the fair market value of such shares (a "Below Market Transaction"), without the prior written consent of the Holder hereof, the Company covenants and agrees that the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to the Below Market Transaction by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to consummation of the Below Market Transaction plus the number of shares of Common Stock issued in the Below Market Transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the Below Market Transaction plus the number of shares of Common Stock that the aggregate consideration received by the Company in the Below Market Transaction would purchase at fair market value. For purposes of this subsection, Common Stock shall be deemed to include that number of shares of Common Stock that would be obtained assuming (i) the conversion of any securities of the Company which, by their terms, are convertible into or exchangeable for Common Stock, and (ii) the exercise of all options to purchase or rights to subscribe for Common Stock or securities which, by their terms, are convertible into or exchangeable for Common Stock. In the absence of an established public market for the securities sold by the Company in a Below Market Transaction, fair market value shall be established by the Company's board of directors in a commercially reasonable manner.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither the Warrants granted pursuant to this Warrant Agreement nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This The Warrants granted pursuant to this Warrant has Agreement have been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the Warrant such Warrants under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Xxxxxxxxx, Xxxxxx & Xxxxxxx, P.C. is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of the Warrants granted pursuant to this Warrant Agreement and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. Sirrom Capital Corporation hereby represents to the Company that it is an "accredited investor" as defined in Regulation D promulgated under the Act. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of the Warrants granted pursuant to this Warrant Agreement will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of the Warrants granted pursuant to this Warrant that Agreement such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of the Warrants granted pursuant to this WarrantWarrant Agreement. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof (which consent shall not be unreasonably withheld). In the event that the Company sells shares of Common Stock at a price per share below the fair market value of such shares (a "Below Market Transaction"), without the prior written consent of the Holder hereof, the Company covenants and agrees that the number of shares issuable upon exercise of the Warrants granted pursuant to this Warrant Agreement shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant Agreement prior to the Below Market Transaction by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to consummation of the Below Market Transaction plus the number of shares of Common Stock issued in the Below Market Transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the Below Market Transaction plus the number of shares of Common Stock that the aggregate consideration received by the Company in the Below Market Transaction would purchase at fair market value. For purposes of this subsection, Common Stock shall be deemed to include that number of shares of Common Stock that would be obtained assuming (i) the conversion of any securities of the Company which, by their terms, are convertible into or exchangeable for Common Stock, and (ii) the exercise of all options to purchase or rights to subscribe for Common Stock or securities which, by their terms, are convertible into or exchangeable for Common Stock. In the absence of an established public market for the securities sold by the Company in a Below Market Transaction, fair market value shall be established by the Company's board of directors in a commercially reasonable manner.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group Xxxxx Xxxxxxx Xxxxxxx and Xxxxx, LLP is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the Shares shall, subject to Section 6 hereof, bear substantially the following legend: The securities represented by this certificate have been issued in reliance upon the representation of the Holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933 (the "Federal Act") or the securities laws of any state in reliance upon the exemptions from registration contained therein, and may not be offered, sold, transferred, encumbered or otherwise disposed of unless there is an effective registration statement under the Federal Act and applicable state securities laws relating thereto or the Company is satisfied registration is not required. The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Boult, Cummings, Conners & Berry, PLC is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be Xxxxxx shaxx xx restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rightsrights imposed by the Company, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell or issue any shares of the Company's capital stock at a price below the fair market value of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c) (exclusive of any stock options permitted under Section 17 hereof), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (a) : a Neither this Warrant nor not the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale resale, and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE LAW OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (b) . b The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has and the underlying Shares have been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) without an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) unless Holder shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory acceptable to the Company (which opinion shall be in form, substance and its counselscope customary for opinions of counsel in comparable transactions) to the effect that the Warrant or such portion of the Warrant to be sold or transferred may be sold or transferred under an exemption from such registration, that registration is not required or (iii) unless sold under Rule 144 promulgated under the Securities Act (or under successor rule) and any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject until such time as the Shares have been registered under the Securities Act as contemplated pursuant to Section 6 hereof12 hereof or otherwise may be sold by Holder under Rule 144, bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED (I) UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) UNLESS REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the Shares shall, subject to Section 6 hereof, bear substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF THE HOLDER THAT THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TOWARD THE RESALE OR OTHER DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION CONTAINED THEREIN, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS RELATING THERETO OR THE COMPANY IS SATISFIED REGISTRATION IS NOT REQUIRED. The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) 4.1 Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("“Securities Act"), ”) or any state securities laws ("“Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, interest or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all applicable Blue Sky Laws, Law or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company Bank and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby Bank acknowledges that Investment Law Group LLP Mxxx & Valentine, L.L.P. is acceptable counsel). Transfer of Shares the shares issued upon on the exercise of this Warrant shall will be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, will bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE BANK, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof Holders and the Company agree to Bank will execute all such other documents and instruments as counsel for the Company Bank reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon on exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all 4.2 All Shares which may be issued upon on exercise of this Warrant will, upon on issuance and payment therefortherefore, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall Bank will at all times reserve and keep available for issuance upon on the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither The Holder of this Warrant nor and any transferee hereof or of the Warrant Shares have been registered under the Securities Act issuable upon exercise of 1933this Warrant, as amended by their acceptance hereof or thereof, hereby ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This i) acknowledge that this Warrant has been been, and any Warrant Shares issuable upon exercise hereof will be, acquired for investment purposes and not with a view to distribution or resale and (ii) understand and agree that this Warrant and the Warrant Shares issuable upon the exercise hereof, have not been registered under the Securities Act or any applicable state securities laws ("Blue Sky Laws"), and may not be sold, pledged, hypothecated, sold, made subject to a security interest, hypothecated or otherwise transferred without (iA) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (iiB) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, . Each Warrant and the certificates each certificate representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: legend (with such changes therein as may be appropriate to reflect whether such legend refers to a Warrant or Warrant Shares): THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE, AND THIS WARRANT HAS BEEN ISSUED OR SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL IN A FORM ACCEPTABLE TO THE COMPANY STATING THAT REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. (b) The Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this the Warrant and any shares of Common Stock issued upon exercise hereof Warrant Shares with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws. (bc) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant Optionee acknowledges and agrees that neither the Option nor the Option Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has Optionee covenants and agrees that the Option and the Option Shares have been acquired for investment purposes and not with a view to distribution or resale and the Option Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Option Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities lawsTHE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (III) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE LAW OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. (b) The Company covenants and agrees that all Option Shares which may be issued upon the exercise of this Warrant the Option will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are provision is subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This The Holder acknowledges and agrees that this Warrant has been acquired for investment purposes and not with a view to distribution or resale and in violation of the registration provisions of the Securities Act. This Warrant may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel). Transfer Laws; and transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS AND CONDITIONS ALL AS SET FORTH IN THE SHAREHOLDERS AGREEMENT DATED SEPTEMBER 16, 1999. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.as

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("“Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws.THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. {A0037035.DOC} (b) The Company covenants and agrees that all Warrant Shares which that may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Warrant Shares issued upon exercise of this Warrant with applicable federal and state securities laws. In furtherance of the foregoing, the Holder represents and warrants: (i) The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that the Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; (ii) The Holder is acquiring this Warrant, and will acquire the Warrant Shares, for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder understands that this Warrant has not been, and the Warrant Shares will not be, registered under the Securities Act or any Blue Sky Laws by reason of exemptions from the registration provisions of the Securities Act and such Blue Sky Laws that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations; (iii) The Holder is familiar with the provisions of Rule 144 under the Act which permits the limited resale of restricted securities, subject to the satisfaction of certain conditions; (iv) The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and the opportunity to review the Company’s facilities, financial statements and any other documents requested by the Holder. The Holder has also had an opportunity to ask questions of officers of the Company, which were answered to its satisfaction.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant these Warrants nor the Shares have been registered under the Securities Act of 1933, as amended 1933 ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has These Warrants have been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (iI) an effective registration statement for the Warrant such Warrants under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to selected by the Company and its counsel, Holder that registration is not required under the Securities Act or under any applicable Blue Sky Laws (Laws. In such event, the opinion of counsel shall be in a form acceptable to the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)and such counsel shall be paid for by Holder requesting such opinion. Transfer of the Shares issued upon the exercise of this Warrant these Warrants shall be restricted in the same manner and to the same extent as the Warrant, Warrants and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant these Warrants and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant these Warrants will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive pre-emptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the fair market value of such shares, without the prior written consent of the Holder hereof, other than shares or options issued to the management of the Company pursuant to an incentive plan approval by the Company's board of directors. The fair market value of the Company's capital stock shall be determined in good faith by the Company's board of directors. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities the “Act"”), or any state securities laws ("“Blue Sky Laws"”). This Warrant has and the Shares have been acquired by the Holder for investment purposes and not with a view to distribution or resale resale, and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Berry & Sims is acceptable counsel). Transfer of Shares issued upon the shares xxxxed xxxx the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither The Holder of this Warrant nor and any transferee hereof or of the Warrant Shares have been registered under the Securities Act issuable upon exercise of 1933this Warrant, as amended by their acceptance hereof or thereof, hereby ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This i) acknowledge that this Warrant has been been, and any Warrant Shares issuable upon exercise hereof will be, acquired for investment purposes and not with a view to distribution or resale and (ii) understand and agree that this Warrant and the Warrant Shares issuable upon the exercise hereof, have not been registered under the Securities Act or any applicable state securities laws ("Blue Sky Laws"), and may not be sold, pledged, hypothecated, sold, made subject to a security interest, hypothecated or otherwise transferred without (iA) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (iiB) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, . Each Warrant and the certificates each certificate representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: legend (with such changes therein as may be appropriate to reflect whether such legend refers to a Warrant or Warrant Shares): THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS OF ANY STATE, AND THIS WARRANT HAS BEEN ISSUED OR SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT AND PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL IN A FORM ACCEPTABLE TO THE COMPANY STATING THAT REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. (b) The Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this the Warrant and any shares of Common Stock issued upon exercise hereof Warrant Shares with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws. (bc) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefortherefore, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock and other securities as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Xxxxxxxx & Xxxxxxxx, P.C. is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxestaxes (other than income or an intangibles tax owed by Holder), liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) In the event the Company sells shares of the Company's voting stock or options, warrants, or other securities exercisable into shares of capital stock at a price per share (or exercise price per share) of less than the higher of (i) $72.69 per share and (ii) the fair market value per share of such shares as determined in good faith by the Board of Directors of the Company (the "Trigger Price") (a "Dilutive Issuance"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased, without any action on the part of the holder(s) thereof or the Company, into that number of shares of Common Stock which would have been issued upon exercise of such Warrant if exercised immediately prior to such Dilutive Issuance, multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding on a fully diluted basis prior to such Dilutive Issuance plus the number of shares issued pursuant to the Dilutive Issuance whether upon, the sale or issuance of the Common Stock or upon exercise in full of all the conversion rights, options, rights and warrants, and the denominator of which is the number of shares of Common Stock outstanding on a fully diluted basis prior to such Dilutive Issuance plus the number of shares that the gross proceeds of such Dilutive Issuance could have purchased at the per share Trigger Price. If any rights of conversion or exercise of convertible securities, options, rights or warrants pursuant to a Dilutive Issuance shall expire without having been exercised (except in the case where the Company has redeemed such convertible security, option, right or warrant or made any payment on account of the holder thereof not converting or exercising such convertible security, option, right or warrant), the number of shares of Common Stock to be issued upon exercise of the Warrant shall be equitably adjusted to be the number of shares of Common Stock that would have been in effect had the computation in this section 4(c) been made on the basis that the only shares of Common Stock issued or sold pursuant to the Dilutive Issuance were those actually issued upon the conversion or exercise of such convertible securities, options, rights or warrants constituting the Dilutive Issuance. Notwithstanding any other provisions herein to the contrary, the following events shall not be deemed to constitute a Dilutive Issuance for purposes of this warrant: (A) the issuance of any options, rights or warrants, or the issuance of shares of Common Stock upon exercise thereof, pursuant to options, rights or warrants granted to key employees of the Company pursuant to management warrants or option agreements, as approved by the Board of Directors of the Company, in an amount not to exceed 27,500 shares, including the options to Xxxxxxx X. Xxxxx and certain key employees or consultants of the Company for 27,500 shares at $24.20 per share; (B) the issuance of any warrants to be granted to Sirrom Capital Corporation and Xxxxx River Ventures Limited Partnership in connection with a $2,000,000 loan as approved by the Board of Directors of the Company; or (C) the issuance of the warrants by the Company to Triad Capital Partners, Inc., or affiliates thereof, to purchase up to 6,000 shares of Common Stock at $90.00 per share, and the issuance of shares of Common Stock pursuant to the exercise of any such warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP King & Spalding is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws; provided that such agreement of the Company to execute documents does not include any undertaking to register the Warrant or the Common Stock issued upon exercise hereof under any such laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock and the Non-Voting Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the lower of (i) the fair market value of such shares determined at the time of the sale thereof, in good faith, by the board of directors of the Company or (ii) 80% of the sale price effective in the sale of shares of the Company's capital stock immediately preceding such sale, appropriately adjusted by the applicable conversion rights thereof so as to compare such immediately preceding sale of a particular security with such sale, or if the securities sold in the preceding sale are not identical to the securities sold in such sale, by appropriately adjusting the price of securities sold in such preceding sale and such sale to any like security into which they may be convertible, or if there is no such like security into which both the preceding sale and such sale are convertible, then, adjusted by any reasonable method determined in good faith by the board of directors of the Company, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of Shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of Shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold. For purposes of this Section 4(c), the issuance of any options, warrants or other rights or securities exercisable for or convertible into capital stock shall be deemed to be an issuance of capital stock as if such options, warrants or other rights or securities were exercised or converted on the date of issuance thereof (whether or not immediately exercisable or convertible). Notwithstanding anything contained herein to the contrary, the Company may issue stock options to any person or entity that is not an officer of the Company or other member of management without making any anti-dilution adjustments for the Holder(s) under the anti-dilution provision hereto, to the extent that at the time of issuance of such options and after giving effect thereto the number of shares of Common Stock issuable upon excercise of all such options issued after the date hereof (or upon conversion of securities issuable upon exercise of such options) does not exceed fifteen percent (15%) of the number of shares of Common Stock issued or issuable upon exercise or conversion of securities issued by the Company after the date hereof. To the extent any increase in the number of Shares issuable pursuant to this Warrant is made pursuant to this Section 4(c) the number of Shares by which the Base Amount thereafter is scheduled to increase as provided in Section 1 shall be proportionately increased.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws (the "Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all applicable Blue Sky LawsAct, or (ii) an opinion of counsel, which opinion and of counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Act. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legendlegend until Registered: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities lawsTHE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. The Company shall insure that all conversions properly requested by the Holder shall be effected by the Company. (c) Notwithstanding anything to the contrary contained herein, if at any time that any Warrant shall remain outstanding, and until 90 days after the Shares are listed for quotation by the Nasdaq National Market or Nasdaq SmallCap Market (but not including the NASDAQ Bulletin Board) or traded on the New York Stock Exchange, the American Stock Exchange, the London Stock Exchange or the Neuer Markt, and actually trading thereon ("Listed"), the Company implements a reverse stock split (or multiple reverse stock splits in the aggregate) of 1:5 or more, the shares of the Common Stock issuable upon exercise of this Warrant, will be adjusted on a basis of no greater than 1:5. The provision of this paragraph limiting the reverse split shall apply to any cumulative multiple reverse splits should they occur.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group Sxxx Moss Kline & Dxxxx LLP is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the Shares shall, subject to Section 6 hereof, bear substantially the following legend: The securities represented by this certificate have been issued in reliance upon the representation of the Holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933 (the "Federal Act") or the securities laws of any state in reliance upon the exemptions from registration contained therein, and may not be offered, sold, transferred, encumbered or otherwise disposed of unless there is an effective registration statement under the Federal Act and applicable state securities laws relating thereto or the Company is satisfied registration is not required. The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. The Holder is entitled to piggy back registration rights on the Shares issued upon exercise of these warrants under any acceptable registration statement the Company may file in the future. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws; provided that such agreement of the Company to execute documents does not include any undertaking to register the Warrant or the Common Stock issued upon exercise hereof under any such laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock and the Non-Voting Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the lower of (i) the fair market value of such shares determined at the time of the sale thereof, in good faith, by the board of directors of the Company or (ii) 80% of the sale price effective in the sale of shares of the Company's capital stock immediately preceding such sale, appropriately adjusted by the applicable conversion rights thereof so as to compare such immediately preceding sale of a particular security with such sale, or if the securities sold in the preceding sale are not identical to the securities sold in such sale, by appropriately adjusting the price of securities sold in such preceding sale and such sale to any like security into which they may be convertible, or if there is no such like security into which both the preceding sale and such sale are convertible, then, adjusted by any reasonable method determined in good faith by the board of directors of the Company, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold. Notwithstanding anything contained herein to the contrary, the Company may issue employee stock options and issue shares of the Company's capital stock in connection therewith without making any anti-dilution adjustments for the Holder(s) under the anti-dilution provision hereof; provided, however, that after the date hereof, the Company shall not issue employee stock options for shares of the Company's capital stock in an amount greater than ten percent (10%) of the Company's capital stock, on a fully diluted basis, issued and outstanding as of the date of issuance.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws (the "Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the followingfollowing terms and conditions: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("“Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) the availability of an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that exemption from registration is not required under the Securities Act or under any and applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT AND REGULATIONS PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Series A Preferred Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that (i) all Shares which may be issued upon exercise of this Warrant willthe Warrant, upon issuance and payment therefor, shall be legally and validly issued and outstanding, fully paid and nonassessable, nonassessable and free from all taxes, liens, liens and charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The ; (ii) the Company shall will not close its books against the exercise of the Warrant or the transfer of the Series A Preferred Stock issued or issuable upon exercise of the Warrant in any manner which would interfere with the timely exercise of the Warrant; and (iii) the Company will at all times reserve and keep available out of its authorized Series A Preferred Stock, solely for issuance the purpose of effecting the exercise of the Warrant and free of preemptive rights, the full number of shares of Series A Preferred Stock which would be deliverable upon the exercise of this Warrant the Warrant. (c) The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, issue or sale of securities, or otherwise, avoid or take any action that number would have the effect of authorized avoiding the observance or performance of any of the terms to be observed or performed hereunder by the Company, but unissued shares will at all times in good faith carry out all of Common Stock as will be sufficient the Company’s obligations pursuant to permit the exercise in full provisions of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) 4.1 Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, interest or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all applicable Blue Sky Laws, Law or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Clark & Stant is acceptable counselcxxxxxl). Transfer of Shares the shares issued upon on the exercise of this Warrant shall will be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, will bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof Holders and the Company agree to will execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon on exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all 4.2 All Shares which may be issued upon on exercise of this Warrant will, upon on issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall will at all all, times reserve and keep available for issuance upon on the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. 4.3 The Company will not sell any shares of the Company's capital stock at a price below the Fair Market Value of such shares (as defined in Section 8), without the prior written consent of the Holder. If the Company sells shares of the Company's capital stock in violation of this Section 4.3, the number of shares issuable on exercise of this Warrant will be equal to the product obtained by multiplying the number of shares issuable under this Warrant before such sale by the quotient obtained by dividing (i) the Fair Market Value of the Shares issued in violation of this Section 4.3 by (ii) the price at which such Shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). Holder is an "Accredited Investor" as defined in Regulation D of the Securities Act and has had access to sufficient information about the Company to make an investment decision. This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) Exclusive of any shares (not to exceed 250,000 shares) issued pursuant to the Company's 1997 incentive stock option plan provided such options were incentive stock options, the Company covenants and agrees that it shall not sell or issue any shares of the Company's capital stock at a price below the fair market value (as determined pursuant to Section 9 hereof) of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Berry & Sims is acceptable counsel). Transfer of Shares issued upon the shares xxxxxd uxxx the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the fair market value (as reasonably determined by the Company's board of directors) of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares of Common Stock issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares then issuable pursuant to this Warrant prior to such sale by a fraction, the numerator of which shall be the product of (x) the total number of shares of Common Stock outstanding on a fully diluted basis immediately after such issuance or sale, multiplied by (y) the fair market value immediately prior to such issuance or sale and the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance or sale multiplied by the fair market value immediately prior to such issuance or sale, plus (ii) the aggregate amount of the consideration received by the Company upon such issuance or sale (as illustrated on Schedule I hereto).

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("the “Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, ; if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("“Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR TRAMSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THE SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER PUSUANT TO THE TERMS OF THAT STOCK PURCHASE WARRANT DATED AS OF JUNE 28, 1999, AND ISSUED BY THE COMPANY. COPIES OF THE STOCK PURCHASE WARRANT MAY BE OBTAINED FROM THE COMPANY’S SECRETARY. (b) The Company covenants and agrees that all Warrant Shares that may be issued upon exercise of this Warrant will, upon issuance and payment therefore, be legally and validly issued and outstanding, fully paid and non-assessable. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Warrant Shares issued upon exercise hereof of this Warrant with applicable federal and state securities laws.. In furtherance of the foregoing, the Holder represents and warrants: (bi) The Company covenants Holder has substantial experience in evaluating and agrees that all Shares which may be issued upon exercise investing in private placement transactions of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or securities in companies similar to the issuance Company so that the Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; (ii) The Holder is acquiring this Warrant, and will acquire the Warrant Shares, for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of Holder understands that this Warrant has not been, and the Warrant Shares will not be, registered under the Securities Act or any Blue Sky Laws by reason of exemptions from the registration provisions of the Securities Act and such Blue Sky Laws that number depend upon, among other things, the bona fide nature of authorized but unissued shares the investment intent and the accuracy of Common Stock as will be sufficient the Holder’s representations; (iii) The Holder is familiar with the provisions of Rule 144 under the Act which permits the limited resale or restricted securities, subject to permit the exercise in full satisfaction of this Warrantcertain conditions; (iv) The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and the opportunity to review the Company’s facilities, financial statements and any other documents requested by the Holder. The Holder has also had an opportunity to ask questions of officers of the Company, which were answered to its satisfaction.

Covenants and Conditions. The above provisions are subject to the following: (a) 4.1 Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("“Securities Act"), ”) or any state securities laws ("“Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, interest or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all applicable Blue Sky Laws, Law or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company Bank and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby Bank acknowledges that Investment Law Group LLP Mxxx & Valentine, L.L.P. is acceptable counsel). Transfer of Shares the shares issued upon on the exercise of this Warrant shall will be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, will bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE BANK, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof Holders and the Company agree to Bank will execute all such other documents and instruments as counsel for the Company Bank reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon on exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all 4.2 All Shares which may be issued upon on exercise of this Warrant will, upon on issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall Bank will at all times reserve and keep available for issuance upon on the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale resale. Except for the Holder's intended transfer to Petra Special Purpose, LLC (the "SPV") and the subsequent collateral assignment by the SPV, this Warrant may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Sherxxxx & Xoe, XXC is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, . subject to Section 6 hereof, bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933), AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (11) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.this

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell or issue any shares of the Company's capital stock at a price below the fair market value of such shares, without the prior written consent of the Holder hereof, except pursuant to the exercise of warrants, options or other rights to purchase capital stock outstanding on the date hereof and disclosed to the initial Holder. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the Shares shall, subject to Section 6 hereof, bear substantially the following legend: The securities represented by this certificate have been issued in reliance upon the representation of the Holder that they have been acquired for investment and not with a view toward the resale or other distribution thereof, and have not been registered under the Securities Act of 1933 (the "Federal Act") or the securities laws of any state in reliance upon the exemptions from registration contained therein, and may not be offered, sold, transferred, encumbered or otherwise disposed of unless there is an effective registration statement under the Federal Act and applicable state securities laws relating thereto or the Company is satisfied registration is not required. The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. The Holder is entitled to piggy back registration rights on the Shares issued upon exercise of these warrants under any acceptable registration statement the Company may file in the future. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Xxxxxxxx & Xxxxxxxx, P.C. is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof (provided that the Company may issue Stock Options and Warrants in connection with Equity Financings which shall not exceed fifteen percent (15%) of the shares of common stock outstanding on the date hereof). In the event that the Company sells shares of Common Stock at a price per share below the fair market value of such shares (a "Below Market Transaction"), without the prior written consent of the Holder hereof, the Company covenants and agrees that the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to the Below Market Transaction by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to consummation of the Below Market Transaction plus the number of shares of Common Stock issued in the Below Market Transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the Below Market Transaction plus the number of shares of Common Stock that the aggregate consideration received by the Company in the Below Market Transaction would purchase at fair market value. For purposes of this subsection, Common Stock shall be deemed to include that number of shares of Common Stock that would be obtained assuming (i) the conversion of any securities of the Company which, by their terms, are convertible into or exchangeable for Common Stock, and (ii) the exercise of all options to purchase or rights to subscribe four Common Stock or securities which, by their terms, are convertible into or exchangeable for Common Stock. In the absence of an established public market for the securities sold by the Company in a Below Market Transaction, fair market value shall be established by the Company's board of directors in a commercially reasonable manner.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("“Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Company Common Stock issued upon exercise hereof with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws. (b) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefortherefore, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (ai) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Equalnet) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF COUNSEL REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and the Company state laws may be placed on such certificates. Hack and Equalnet agree to execute all other such documents and instruments as counsel for the Company Equalnet reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (bii) The Company Equalnet covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company Equalnet shall at all times times, commencing on the date this Warrant shall become exercisable, reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this the Warrant. (iii) This Warrant shall not be subject to voluntary or involuntary alienation, assignment or transfer.

Covenants and Conditions. The above provisions are subject to the followingfollowing terms and conditions: (a) Neither this Warrant the Warrants nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant The Administrative Agent has been acquired the Warrants for investment purposes purposes, and not with a view to distribution or resale resale, and the Warrants and Shares, if any, may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the Warrant such sale or transfer under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counselIssuer, that registration is not required under the Securities Act or and/or under any applicable Blue Sky Laws Laws, except that the Administrative Agent may transfer the Warrants to any corporation directly or indirectly controlling, controlled by or under common control with the Administrative Agent (each, an "Affiliate") without opinion of counsel or other restriction. (b) The Administrative Agent represents that it is experienced in evaluating companies such as the Company hereby acknowledges that Investment Law Group LLP Issuer, is acceptable counsel). Transfer of Shares issued upon familiar with transactions such as the exercise of one contemplated by this Warrant shall be restricted Agreement, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the same manner and to the same extent as the WarrantIssuer, and has the certificates representing ability to bear the Shares shall, subject to Section 6 hereof, bear substantially economic risks of the following legend: investment. (c) The Holder hereof holder of any Warrant hereunder and the Company Issuer agree to execute all such other documents and instruments as counsel for the Company Issuer reasonably deems necessary to effect the compliance of with applicable federal and state securities laws in connection with the issuance of this Warrant the Warrants and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities lawshereof. (bd) The Company Issuer covenants and agrees that all Shares which may be issued upon exercise of this Warrant the Warrants will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens, liens and charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company Issuer shall at all times reserve and keep available for issuance upon the exercise of this Warrant that the Warrants such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrantall outstanding Warrants.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws")) . This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). ) Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the fair market value of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells 3hares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (ai) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, EqualNet) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF COUNSEL REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and the Company state laws may be placed on such certificates. Xxxxxxx and EqualNet agree to execute all other such documents and instruments as counsel for the Company EqualNet reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (bii) The Company EqualNet covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company EqualNet shall at all times times, commencing on the date this Warrant shall become exercisable, reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this the Warrant. (iii) This Warrant shall not be subject to voluntary or involuntary alienation, assignment or transfer.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, 1933 as amended ("Securities ActSECURITIES ACT"), ) or any state securities laws ("Blue Sky LawsBLUE SKY LAWS"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (2) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (ai) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale and the Shares may not be pledged, hypothecated, sold, made subject to a security interestinterest pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, EqualNet) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF COUNSEL REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and the Company state laws may be placed on such certificates. Xxxxxx and EqualNet agree to execute all other such documents and instruments as counsel for the Company EqualNet reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (bii) The Company EqualNet covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company EqualNet shall at all times times, commencing on the date this Warrant shall become exercisable, reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this the Warrant. (iii) This Warrant shall not be subject to voluntary or involuntary alienation, assignment or transfer.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and of counsel shall be reasonably satisfactory to the Company Interland and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the . The certificates representing the such Shares shall, subject shall bear a legend to Section 6 hereof, bear substantially the following legend: such effect. The Holder hereof and the Company Interland agree to execute all such other documents and instruments as counsel for the Company Interland reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company Interland covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, as provided herein, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company Interland shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This The Holder acknowledges and agrees that this Warrant has been acquired for investment purposes and not with a view to distribution or resale and in violation of the registration provisions of the Securities Act. This Warrant may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel). Transfer Laws; and transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS AND CONDITIONS ALL AS SET FORTH IN THE SHAREHOLDERS RIGHTS AGREEMENT DATED FEBRUARY 17, 2000, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) Holder hereby agrees that the Warrant and the Shares will be subject to the provisions of the Shareholders Rights Agreement dated as of February 17, 2000, as such agreement may be amended from time to time (the "Stockholders' Agreement"), among the Company, Holder and the other stockholders of the Company signatory thereto. (c) The Company covenants and agrees that all Shares which that may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges charges, and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Xxxxxxxx & Xxxxxxxx, P.C. is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I)A 2 REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof (provided that the Company may issue Stock Options and Warrants in connection with Equity Financings which shall not exceed fifteen percent (15%) of the shares of common stock outstanding on the date hereof). In the event that the Company sells shares of Common Stock at a price per share below the fair market value of such shares (a "Below Market Transaction"), without the prior written consent of the Holder hereof, the Company covenants and agrees that the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to the Below Market Transaction by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to consummation of the Below Market Transaction plus the number of shares of Common Stock issued in the Below Market Transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the Below Market Transaction plus the number of shares of Common Stock that the aggregate consideration received by the Company in the Below Market Transaction would purchase at fair market value. For purposes of this subsection, Common Stock shall be deemed to include that number of shares of Common Stock that would be obtained assuming (i) the conversion of any securities of the Company which, by their terms, are convertible into or exchangeable for Common Stock, and (ii) the exercise of all options to purchase or rights to subscribe four Common Stock or securities which, by their terms, are convertible into or exchangeable for Common Stock. In the absence of an established public market for the securities sold by the Company in a Below Market Transaction, fair market value shall be established by the Company's board of directors in a commercially reasonable manner.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the WarrantWarrant and, and if required by applicable securities laws, the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities lawsTHE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Caldxxxx & Xaldxxxx, X.C. is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof. In the absence of an established public market for the shares of stock sold by the Company, fair market value shall be established by the Company's board of directors in a commercially reasonable manner. The basis for determination shall be provided in writing to the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(C), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold. Notwithstanding the foregoing, the Company may issue up to 200,000 shares of Common Stock pursuant to the stock option plan in place on the date hereof; provided that the exercise price per share of such options is at least the fair market value of a share of Common Stock on the date of grant and provided further that the Company not grant options to purchase more than 50,000 shares of Common Stock per year.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither The Holder of this Warrant nor and any transferee hereof or of the Warrant Shares have been registered under the Securities Act issuable upon exercise of 1933this Warrant, as amended by their acceptance hereof or thereof, hereby ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This i) acknowledge that this Warrant has been been, and any Warrant Shares issuable upon exercise hereof will be, acquired for investment purposes and not with a view to distribution or resale and (ii) understand and agree that this Warrant and the Warrant Shares issuable upon the exercise hereof, have not been registered under the Securities Act or any applicable state securities laws ("Blue Sky Laws"), and may not be sold, pledged, hypothecated, sold, made subject to a security interest, hypothecated or otherwise transferred without (iA) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (iiB) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, . Each Warrant and the certificates each certificate representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: legend (with such changes therein as may be appropriate to reflect whether such legend refers to a Warrant or Warrant Shares): THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN (b) The Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this the Warrant and any shares of Common Stock issued upon exercise hereof Warrant Shares with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws. (bc) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefortherefore, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock and other securities as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities lawsTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. (b) The Company covenants and agrees that all Warrant Shares which that may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Warrant Shares issued upon exercise of this Warrant with applicable federal and state securities laws. In furtherance of the foregoing, the Holder represents and warrants: (i) The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that the Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; (ii) The Holder is acquiring this Warrant, and will acquire the Warrant Shares, for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder understands that this Warrant has not been, and the Warrant Shares will not be, registered under the Securities Act or any Blue Sky Laws by reason of exemptions from the registration provisions of the Securities Act and such Blue Sky Laws that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder's representations; (iii) The Holder is familiar with the provisions of Rule 144 under the Act which permits the limited resale of restricted securities, subject to the satisfaction of certain conditions; (iv) The Holder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and the opportunity to review the Company's facilities, financial statements and any other documents requested by the Holder. The Holder has also had an opportunity to ask questions of officers of the Company, which were answered to its satisfaction.

Covenants and Conditions. The above provisions are subject to the following: (a) 4.1 Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, interest or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Williams, Mullen, Cxxxx & Dxxxxxx is acceptable counsel). Transfer of Shares the shares issued upon on the exercise of this Warrant shall will be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, will bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof Holders and the Company agree to will execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon on exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all 4.2 All Shares which may be issued upon on exercise of this Warrant will, upon on issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall will at all times reserve and keep available for issuance upon on the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. 4.3 Except for stock option grants to officers, directors, employees and consultants to the Company and the sale of any shares of the Company's capital stock to employees of the Company pursuant to any direct stock purchase program, the Company will not sell any shares of the Company's capital stock at a price below the Fair Market Value of such shares (as defined in Section 8), without the prior written consent of the Holder. If the Company sells shares of the Company's capital stock in violation of this Section 4.3, the number of shares issuable on exercise of this Warrant will be equal to the product obtained by multiplying the number of shares issuable under this Warrant before such sale by the quotient obtained by dividing (i) the Fair Market Value of the Shares issued in violation of this Section 4.3 by (ii) the price at which such Shares were sold. 4.4 Any Holder or subsequent transferee of the Warrant or the Shares shall not, and any employee, officer, director, or affiliates of any such Holder or subsequent transferee shall not, lend, sell or cause to be lent or sold any of the shares of Company Common Stock underlying the Warrant during the term of the Warrant or any Shares during any applicable restricted holding period required under federal or state securities laws effective upon exercise of the Warrant absent registration of the Warrant or Shares under the Act, or upon delivery of an opinion of counsel acceptable to the Company that such registration is not required in connection with such proposed transfer.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Burnet, Xxxxxxxxx & Xxxxxx is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of Common Stock at a price per share below the fair market value of such shares (a "Below Market Transaction"), without the prior written consent of the Holder hereof, the Company covenants and agrees that the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to the Below Market Transaction by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to consummation of the Below Market Transaction plus the number of shares of Common Stock issued in the Below Market Transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the Below Market Transaction plus the number of shares of Common Stock that the aggregate consideration received by the Company in the Below Market Transaction would purchase at fair market value. For purposes of this subsection, Common Stock shall be deemed to include that number of shares of Common Stock that would be obtained assuming (i) the conversion of any securities of the Company which, by their terms, are convertible into or exchangeable for Common Stock, and (ii) the exercise of all options to purchase or rights to subscribe four Common Stock or securities which, by their terms, are convertible into or exchangeable for Common Stock. In the absence of an established public market for the securities sold by the Company in a Below Market Transaction, fair market value shall be established by the Company's board of directors in a commercially reasonable manner.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("“Blue Sky Laws"”). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without without: (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, ; or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF l933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL: (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO; OR (ii) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for to the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Series C Preferred Stock issued upon exercise hereof with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws. The Holder shall, as a condition to the issuance of any Warrant Shares, become a party to that certain Stockholders’ Agreement dated as of December 4, 2002 among the Company and the signatories thereto, as the same may be amended from time to time. (b) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Series C Preferred Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are provision is subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This The Holder acknowledges and agrees that this Warrant has been acquired for investment purposes and not with a view to distribution or resale and in violation of the registration provisions of the Securities Act. This Warrant may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel). Transfer Laws; and transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which that may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges charges, and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Boult, Cummings, Connxxx & Xerrx, XXC is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of Common Stock at a price per share below the fair market value of such shares (a "Below Market Transaction"), without the prior written consent of the Holder hereof, the Company covenants and agrees that the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to the Below Market Transaction by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to consummation of the Below Market Transaction plus the number of shares of Common Stock issued in the Below Market Transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the Below Market Transaction plus the number of shares of Common Stock that the aggregate consideration received by the Company in the Below Market Transaction would purchase at fair market value. For purposes of this subsection, Common Stock shall be deemed to include that number of shares of Common Stock that would be obtained assuming (i) the conversion of any securities of the Company which, by their terms, are convertible into or exchangeable for Common Stock, and (ii) the exercise of all options to purchase or rights to subscribe four Common Stock or securities which, by their terms, are convertible into or exchangeable for Common Stock. In the absence of an established public market for the securities sold by the Company in a Below Market Transaction, fair market value shall be established by the Company's board of directors in a commercially reasonable manner.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws; provided that such agreement of the Company to execute documents does not include any undertaking to register the Warrant or the Common Stock issued upon exercise hereof under any such laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock and the Non-Voting Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the lower of (i) the fair market value of such shares determined at the time of the sale thereof, in good faith, by the board of directors of the Company or (ii) 80% of the sale price effective in the sale of shares of the Company's capital stock immediately preceding such sale, appropriately adjusted by the applicable conversion rights thereof so as to compare such immediately preceding sale of a particular security with such sale, or if the securities sold in the preceding sale are not identical to the securities sold in such sale, by appropriately adjusting the price of securities sold in such preceding sale and such sale to any like security into which they may be convertible, or if there is no such like security into which both the preceding sale and such sale are convertible, then, adjusted by any reasonable method determined in good faith by the board of directors of the Company, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws laws. ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is Bass, Berrx & Xims xx acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the fair market value of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. (a) The above provisions are subject to the followingCompany hereby covenants and agrees as follows: (ai) All Shares will, upon issuance, be legally and validly issued, fully paid, and non-assessable and free from preemptive rights, all taxes, liens and charges with respect to the issue thereof. (ii) During the period within which this Warrant may be exercised, the Company will at all times have authorized, and reserved for the purpose of issue upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant. (iii) The Company shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issue and delivery of stock certificates issued pursuant to this Warrant, except that, in case such stock certificates shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes which shall be payable upon the issuance of such stock certificate or certificates shall be paid by the Holder at the time of delivering the notice of exercise mentioned above. (b) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws")laws. This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold, or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, state securities laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)state securities laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. The Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and . Holder agrees that all Shares which the Company may be issued upon exercise decline to permit a transfer of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free if the proposed transferee does not meet then applicable qualifications for investors in securities offerings exempt from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrantregistration.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is Bass, Berrx & Xims xx acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) Except for securities issued under the Company's 1996 Long Term Incentive Plan, as amended, (not to exceed 10% of the common shares of Borrower outstanding from time-to-time on a fully diluted basis, with the exercise price per share of any capital stock issued pursuant to any option granted under such plan not to be less than 100% of the fair market value of such stock on the date such option is granted), the Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the fair market value of such shares (as such may be determined in good faith, from time to time, by the Company's board of directors), without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares of Common Stock issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares then issuable pursuant to this Warrant prior to such sale by a fraction, the numerator of which shall be the product of (x) the total number of shares of Common Stock outstanding on a fully diluted basis immediately after such issuance or sale, multiplied by (y) the fair market value immediately prior to such issuance or sale and the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance or sale multiplied by the fair market value immediately prior to such issuance or sale, plus (ii) the aggregate amount of the consideration received by the Company upon such issuance or sale (as illustrated on Schedule I hereto).

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP King & Spalding is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. thereof The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it will not issue any Option Securities or Convertible Securities (as such terms are defined in Section 5(c)) to any officer, director or holder of Common Stock, Option Securities or Convertible Securities; provided, however, that the Company may issue such Option Securities and Convertible Securities pursuant to which the maximum number of shares of Common Stock issuable do not exceed an additional 10% of the outstanding shares of Common Stock calculated on a Fully Diluted Basis as of the date hereof This Section 4(c) of this Warrant shall terminate upon the closing of an IPO (as defined herein).

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky LawsBLUE SKY LAWS"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) the availability of an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that exemption from registration is not required under the Securities Act or under any and applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION, UNDER THE SECURITIES ACT AND REGULATIONS PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that (i) all Shares which may be issued upon exercise of this Warrant willthe Warrant, upon issuance and payment thereforissuance, shall be legally and validly issued and outstanding, fully paid and nonassessable, nonassessable and free from all taxes, liens, liens and charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The ; (ii) the Company shall at all times reserve and keep available for issuance upon will not close its books against the exercise of this the Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.or

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Sherrard & Roe, PLC is acceptable counsel). Transfer of Shares Transfxx xx xxe sxxxes issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the Fair Market Value of such shares, without the prior written consent of the Holder hereof except pursuant to exercise of (i) options outstanding as of the date hereof, (ii) options granted subsequent to the date hereof provided, however, the exercise price of such options is no less than the Fair Market Value of the Common Stock at the date of the grant, or (iii) the warrant for the purchase of 100,000 shares of Common Stock currently held by Chase Manhattan Capital Corporation. In the event that the Company sells shares of the Company's capital stock in violation of this Section 3(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the Fair Market Value of the shares issued in violation of this Section 3(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP King & Spalding is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. In furtherance of the foregoing, the Holder represents and warrants that: (i) the Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that the Holder is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; (ii) the Holder is acquiring this Warrant, and will acquire the Shares, for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof; (iii) the Holder understands that this Warrant has not been, and upon issuance the Shares may not be, registered under the Securities Act or any blue sky laws and may not be transferred unless they are subject to an effective registration statement under the Securities Act or unless an exemption from the registration provisions of the Securities Act and such blue sky laws exists, which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the transferee's representations; (iv) the Holder is familiar with the provisions of Rule 144 under the Securities Act which permits the limited resale of restricted securities, subject to the satisfaction of certain conditions; (v) the Holder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management and the opportunity to review the Company's facilities, and to ask questions of officers of the Company, which were answered to its satisfaction; and (vi) the Holder is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it will not issue any Option Securities or Convertible Securities (as such terms are defined in Section 5(c)) to any officer, director or holder of Common Stock, Option Securities or Convertible Securities; provided, however, that the Company may issue such Option Securities and Convertible Securities pursuant to which the maximum number of shares of Common Stock issuable do not exceed 10% of the outstanding shares of Common Stock calculated on a Fully Diluted Basis of the date hereof.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Boult, Cummings, Conners & Berry, PLC is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall thx Xxxxxs sxxxx be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Caldwell & Caldwell, P.C. is acceptable accxxxxxxx counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof. In the absence of an established public market for the shares of stock sold by the Company, fair market value shall be established by the Company's board of directors in a commercially reasonable manner and the basis for determination shall be provided in writing to the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold. The issuance of shares pursuant to warrants or other options to purchase shares shall not cause an adjustment under the preceding sentence, but the issuance of such warrant or option shall cause such an adjustment, when the warrant or option is itself issued, if the exercise price at issuance is less than the fair market value at that time. Additionally, the issuance of stock pursuant to the acquisition by the Company of NovaVision,Inc., a North Carolina corporation, closed concurrently with the issuance of this Warrant (the "NovaVision Transaction") shall cause no adjustment under this Section.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR IN THE OPINION OF COUNSEL (WHOSE OPINION AND COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY) REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. The Holder hereof Purchaser and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. The Purchaser agrees that the Company may decline to permit a transfer of this Warrant if the proposed transferee does not meet then applicable qualifications for investors in securities offerings exempt from registration. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times times, commencing on the date this Warrant shall become exercisable, reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this the Warrant.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i1) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (11) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly validity issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither The Holder of this Warrant nor and any transferee hereof or of the Warrant Shares have been registered under the Securities Act issuable upon exercise of 1933this Warrant, as amended by their acceptance hereof or thereof, hereby ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This i) acknowledge that this Warrant has been been, and any Warrant Shares issuable upon exercise hereof will be, acquired for investment purposes and not with a view to distribution or resale and (ii) understand and agree that this Warrant and the Warrant Shares issuable upon the exercise hereof, have not been registered under the Securities Act or any applicable state securities laws ("Blue Sky Laws"), and may not be sold, pledged, hypothecated, sold, made subject to a security interest, hypothecated or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, . Each Warrant and the certificates each certificate representing the such Warrant Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: legend (with such changes therein as may be appropriate to reflect whether such legend refers to a Warrant or Warrant Shares): THE WARRANT AND SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. (b) The Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this the Warrant and any shares of Common Stock issued upon exercise hereof Warrant Shares with applicable federal and state securities laws, including compliance with applicable exemptions from the registration requirements of such laws. (bc) The Company covenants and agrees that all Warrant Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale resale. Except for the Holder's intended transfer to Petra Special Purpose, LLC (the "SPV") and the subsequent collateral assignment by the SPV, this Warrant may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Sherxxxx & Xoe, XXC is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner manner-and to the same extent as the Warrant, and the certificates representing the such Shares shall, subject to Section 6 hereof, bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities lawsTHE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (11) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws; provided that such agreement of the Company to execute documents does not include any undertaking to register the Warrant or the Common Stock issued upon exercise hereof under any such laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock and the Non-Voting Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the lower of (i) the fair market value of such shares determined at the time of the sale thereof, in good faith, by the board of directors of the Company or (ii) 80% of the sale price effective in the sale of shares of the Company's capital stock immediately preceding such sale, appropriately adjusted by the applicable conversion rights thereof so as to compare such immediately preceding sale of a particular security with such sale, or if the securities sold in the preceding sale are not identical to the securities sold in such sale, by appropriately adjusting the price of securities sold in such preceding sale and such sale to any like security into which they may be convertible, or if there is no such like security into which both the preceding sale and such sale are convertible, then, adjusted by any reasonable method determined in good faith by the board of directors of the Company, without the prior written consent of the Holder hereof In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold. Notwithstanding anything contained herein to the contrary, the Company may issue employee stock options and issue shares of the Company's capital stock in connection therewith without making any anti-dilution adjustments for the Holder(s) under the anti-dilution provision hereof, provided, however, that after the effective date hereof, the Company shall not issue employee stock options for shares of the Company's capital stock in an amount greater than fifteen percent (1S%) of the Company's capital stock, on a fully diluted basis, issued and outstanding as of the date of issuance.

Covenants and Conditions. The above provisions are subject to the following: (a) Holder acknowledges as follows: Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. (b) The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i1) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, counsel which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all an times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are This Agreement is subject to the following: (a) Neither Holder acknowledges that neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Holder agrees that this Warrant has been acquired for investment purposes and not with a view to distribution distribute or resale resell and that neither this Warrant nor the Shares may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant or Shares under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (Laws. At the request of Holder, and subject to the provisions of Section 8 of this Warrant, the Company hereby acknowledges shall include the Shares (or any portion thereof requested by Holder) in any registration statement filed by the Company for sale of its Common Stock to the public, provided that Investment Law Group LLP such registration statement is acceptable counsel). Transfer filed before the seventh anniversary of Shares issued upon the exercise date of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing the Shares shall, subject to Section 6 hereof, bear substantially the following legend: Agreement. (b) The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company or the Holder reasonably deems necessary to effect the compliance of the issuance of this Warrant and the issuance or transfer of any shares Shares of Common Stock issued (or other securities or property) upon or following exercise hereof of this Warrant in all material respects with applicable federal and state securities laws. (bc) Holder represents and warrants that it is an "accredited investor" as such term is defined in Section 501(a) of Regulation D promulgated under the Securities Act. (d) The Company covenants covenants, agrees and agrees warrants to Holder that all Shares which may be transferred or issued to Holder or upon Holder's request upon exercise of this Warrant willhave been and will be, upon issuance and payment thereforthereof following valid exercise of this Warrant, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, rights with respect thereto or to the issuance transfer or reissuance thereof. The Company shall at all times reserve , excluding only any restrictions imposed by federal and keep available for issuance upon state securities laws applicable to any subsequent transfer of the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this WarrantShares.

Covenants and Conditions. The above provisions are subject to the following: (a) 4.1. Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares and any additional shares of Series 2006-B Preferred Stock issued upon as dividends on any Shares (the exercise "Dividend Shares") and any shares of this Warrant Common Stock issued on any conversion of the Shares (the "Underlying Common Stock") shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares, Dividend Shares shall, subject to Section 6 hereof, or underlying Common Stock shall bear substantially the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR THE AVAILABILITY OF AN EXEMPTION THEREFROM. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Shares, Dividend Shares or Underlying Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) 4.2. The Company covenants and agrees that all Shares, Dividend Shares and Underlying Common Stock which may be issued upon exercise of this Warrant or as dividends on the Shares or on conversion of the Shares will, upon issuance and payment therefortherefor (if any), be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Series 2006-B Preferred Stock as will be sufficient to permit the exercise in full of this WarrantWarrant and issuance of any Dividend Shares, as well as an adequate number of shares of the Company's common stock to permit conversion of such Series 2006-B Preferred Stock into Underlying Common Stock.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has and the Shares have been acquired for investment purposes and not with a view to distribution or resale and the Shares may not be pledged, hypothecated, sold, made subject to a security interest, pledged, hypothecated, sold or otherwise transferred without (i) an effective registration statement for the Warrant therefor under the Securities Act and all such applicable Blue Sky Laws, Laws or (ii) an opinion of counsel, counsel (which opinion and counsel rendering same shall be reasonably satisfactory acceptable to the Company and its counsel, Company) that registration is not required under the Securities Act or and under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the The certificates representing the Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (III) IN THE OPINION OF COUNSEL (WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) REGISTRATION UNDER THE LAW OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER. Other legends as required by applicable federal and state laws may be placed on such certificates. Holder hereof and the Company agree to execute all other such documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock Shares issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Cxxxxxxx & Cxxxxxxx, P.C. is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof (except in accordance with the Company's stock option plans and currently outstanding options and warrants, which in no event shall twelve and one half percent (12.5%) of the Stock of the Borrower outstanding on the date hereof). In the event that the Company sells shares of Common Stock at a price per share below the fair market value of such shares (a "Below Market Transaction"), without the prior written consent of the Holder hereof, the Company covenants and agrees that the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to the Below Market Transaction by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to consummation of the Below Market Transaction plus the number of shares of Common Stock issued in the Below Market Transaction, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the Below Market Transaction plus the number of shares of Common Stock that the aggregate consideration received by the Company in the Below Market Transaction would purchase at fair market value. For purposes of this subsection, Common Stock shall be deemed to include that number of shares of Common Stock that would be obtained assuming (i) the conversion of any securities of the Company which, by their terms, are convertible into or exchangeable for Common Stock, and (ii) the exercise of all options to purchase or rights to subscribe for Common Stock or securities which, by their terms, are convertible into or exchangeable for Common Stock. In the absence of an established public market for the securities sold by the Company in a Below Market Transaction, fair market value shall be established by the Company's board of directors in a commercially reasonable manner.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Wyche, Burgess, Xxxxxxx & Xxxxxx, P.A. is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxestaxes (other than income or an intangibles tax owed by Holder), liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) In the event the Company sells shares of the Company's voting stock or options, warrants, or other securities exercisable into shares of capital stock at a price per share (or exercise price per share) of less than the higher of (i) $72.69 per share and (ii) the fair market value per share of such shares as determined in good faith by the Board of Directors of the Company (the "Trigger Price") (a "Dilutive Issuance"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased, without any action on the part of the holder(s) thereof or the Company, into that number of shares of Common Stock which would have been issued upon exercise of such Warrant if exercised immediately prior to such Dilutive Issuance, multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding on a fully diluted basis prior to such Dilutive Issuance plus the number of shares issued pursuant to the Dilutive Issuance whether upon, the sale or issuance of the Common Stock or upon exercise in full of all the conversion rights, options, rights and warrants, and the denominator of which is the number of shares of Common Stock outstanding on a fully diluted basis prior to such Dilutive Issuance plus the number of shares that the gross proceeds of such Dilutive Issuance could have purchased at the per share Trigger Price. If any rights of conversion or exercise of convertible securities, options, rights or warrants pursuant to a Dilutive Issuance shall expire without having been exercised (except in the case where the Company has redeemed such convertible security, option, right or warrant or made any payment on account of the holder thereof not converting or exercising such convertible security, option, right or warrant), the number of shares of Common Stock to be issued upon exercise of the Warrant shall be equitably adjusted to be the number of shares of Common Stock that would have been in effect had the computation in this section 4(c) been made on the basis that the only shares of Common Stock issued or sold pursuant to the Dilutive Issuance were those actually issued upon the conversion or exercise of such convertible securities, options, rights or warrants constituting the Dilutive Issuance. Notwithstanding any other provisions herein to the contrary, the following events shall not be deemed to constitute a Dilutive Issuance for purposes of this warrant: (A) the issuance of any options, rights or warrants, or the issuance of shares of Common Stock upon exercise thereof, pursuant to options, rights or warrants granted to key employees of the Company pursuant to management warrants or option agreements, as approved by the Board of Directors of the Company, in an amount not to exceed 27,500 shares, including the options to Xxxxxxx X. Xxxxx and certain key employees or consultants of the Company for 27,500 shares at $24.20 per share; (B) the issuance of any warrants to be granted to Sirrom Capital Corporation and Xxxxx River Ventures Limited Partnership in connection with a $2,000,000 loan as approved by the Board of Directors of the Company; or (C) the issuance of the warrants by the Company to Triad Capital Partners, Inc., or affiliates thereof, to purchase up to 6,000 shares of Common Stock at $90.00 per share, and the issuance of shares of Common Stock pursuant to the exercise of any such warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Bass, Xxxxx & Xxxx is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price below the fair market value (as reasonably determined by the Company's board of directors) of such shares, without the prior written consent of the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares of Common Stock issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares then issuable pursuant to this Warrant prior to such sale by a fraction, the numerator of which shall be the product of (x) the total number of shares of Common Stock outstanding on a fully diluted basis immediately after such issuance or sale, multiplied by (y) the fair market value immediately prior to such issuance or sale and the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to such issuance or sale multiplied by the fair market value immediately prior to such issuance or sale, plus (ii) the aggregate amount of the consideration received by the Company upon such issuance or sale (as illustrated on Schedule I hereto).

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is Bass, Berrx & Xims xx acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: The Holder hereof and the Company agree to execute all other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities lawsTHE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Xxxxxxxx & Xxxxxxxx, P.C. is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, will upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. thereof The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof. In the absence of an established public market for the shares of stock sold by the Company, fair market value shall be established by the Company's board of directors in a commercially reasonable manner. The basis for determination shall be provided in writing to the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant the Option nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), ) or any state securities laws (the "Blue Sky Laws"). This Warrant The Option has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is counsel and which will not required under be unreasonably withheld from the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Holder. Transfer of the Shares issued upon the exercise of this Warrant the Option shall be restricted in the same manner and to the same extent as the Warrant, Option and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. TRANSFERABILITY IS FURTHER RESTRICTED UNDER THE TERMS OF A STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND THE OPTIONEE NAMED THEREIN. The Holder hereof and the Company agree agrees to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant the Option and any shares of Common Stock Shares issued upon exercise hereof of the Option with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant willthe Option shall, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that the Option such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrantthe Option.

Covenants and Conditions. The above provisions are subject to the following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not The shares issued upon exercise of this warrant shall be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for "restricted securities" within the Warrant meaning of Rule 144 as promulgated under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under by the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel). Transfer of Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Exchange Commission and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the Fair Market Value of such shares, without the prior written consent of the Holder hereof except pursuant to exercise of (i) options outstanding as of March 27, 1997, or (ii) options granted subsequent to March 27, 1997, provided, however, the exercise price of such options is no less than the Fair Market Value of the Common Stock at the date of the grant. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the Fair Market Value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant nor the Shares have been registered under the Securities Act of 1933, as amended ("Securities Act"), ) or any state securities laws ("Blue Sky Laws"). This Warrant has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, sold or otherwise transferred without (i) an effective registration statement for the such Warrant under the Securities Act and all such applicable Blue Sky Laws, or (ii) an opinion option of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP Xxxxxx, Xxxxxxxx & Xxxxxxx, PLC is acceptable counsel). Transfer of Shares the shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, Warrant and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. THIS WARRANT HAS BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE "GEORGIA SECURITIES ACT OF 1973," AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. The Holder hereof and the Company agree to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant will, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrant. (c) The Company covenants and agrees that it shall not sell any shares of the Company's capital stock at a price per share below the fair market value of such shares, without the prior written consent of the Holder hereof. In the absence of an established public market for the shares of stock sold by the Company, fair market value shall be established by the Company's board of directors in a commercially reasonable manner. The basis for determination shall be provided in writing to the Holder hereof. In the event that the Company sells shares of the Company's capital stock in violation of this Section 4(c), the number of shares issuable upon exercise of this Warrant shall be equal to the product obtained by multiplying the number of shares issuable pursuant to this Warrant prior to such sale by the quotient obtained by dividing (i) the fair market value of the shares issued in violation of this Section 4(c) by (ii) the price at which such shares were sold.

Covenants and Conditions. The above provisions are subject to the ------------------------ following: (a) Neither this Warrant the Option nor the Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), ) or any state securities laws (the "Blue Sky Laws"). This Warrant The Option has been acquired for investment purposes and not with a view to distribution or resale and may not be pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred without (i) an effective registration statement for the Warrant under the Securities Act and all applicable Blue Sky Laws, or (ii) an opinion option of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or under any other applicable Blue Sky Laws (the Company hereby acknowledges that Investment Law Group LLP is acceptable counsel)Laws. Transfer of the Shares issued upon the exercise of this Warrant the Option shall be restricted in the same manner and to the same extent as the Warrant, Option and the certificates representing the such Shares shall, subject to Section 6 hereof, shall bear substantially the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. The Holder hereof and the Company agree agrees to execute all such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant the Option and any shares of Common Stock Shares issued upon exercise hereof of the Option with applicable federal and state securities laws. (b) The Company covenants and agrees that all Shares which may be issued upon exercise of this Warrant willthe Option shall, upon issuance and payment therefor, be legally and validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, charges and preemptive rights, if any, with respect thereto or to the issuance thereof. The Company shall at all times reserve and keep available for issuance upon the exercise of this Warrant that the Option such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of this Warrantthe Option.