Common use of Limitation on Sales Clause in Contracts

Limitation on Sales. (a) The Registered Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered Holder, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities laws, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent holder Notwithstanding any other provision of this WarrantAgreement, if any, acknowledges no sales may be made pursuant to the registration statement filed under Section ------- 2.3 (i) Each Holder shall notify the Company that this Warrant and the Warrant he or she intends to sell shares of Common Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "ActInitiating Notice"). (ii) Within five Business Days after receipt of an Initiating Notice, the Company shall notify (a "Response Notice") the applicable Holders whether or under any applicable state securities laws and agrees not the Company has determined that it is required to sell, pledge, distribute, offer for sale, transfer amend or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in supplement the absence of (i) an effective registration statement (directly or through the filing of a report under the Exchange Act that is incorporated by reference into such registration statement) as to this Warrant or a result of the happening of any event as a result of which the prospectus included in such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law statement, as then in effect, includes an untrue statement of a material fact or (ii) an opinion of counsel, reasonably satisfactory omits to state a material fact required to be stated therein or necessary to make the Company and statements therein not misleading in the Registered Holder, that such registration and qualification are not required. Without limiting the generality light of the foregoing, unless circumstances then existing. The Company agrees that it will use commercially reasonable efforts to amend or supplement the offering and sale registration statement as required to permit sales of the Warrant Stock Registerable Securities covered thereby to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities lawsresume as soon as reasonably practicable. (iii) If such an amendment or supplement is filed, the Company shall notify the Holders when sales may be under no obligation made (an "Additional Response Notice"). Subject to issue Section 2.12(d) below, the shares Holders may sell for a period of --------------- ninety (90) days (a "Sale Period") after receiving a Response Notice or Additional Response Notice, as applicable, indicating that sales may be made. (b) If, after a registration statement becomes effective, the Company notifies the holders of Registrable Securities covered by such exercise unless and registration statement under Section 2.4(d) hereof, the holders of such -------------- Registerable Securities shall suspend any further sales of their Registerable Securities until the Registered Holder shall have executed an investment letter in form and substance satisfactory to Company advises them that the Company, including a warranty at the time of such exercise registration statement has been amended or supplemented. The Company agrees that it is acquiring such shares for its own account, for investment and not with a view to, will use commercially reasonable efforts to amend or for sale in connection with, supplement the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend registration statement as required to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality permit sales of the foregoingRegisterable Securities covered thereby to resume as soon as reasonably practicable, provided that the Company may delay issuance of the Warrant Stock until completion of any action filing such amendment or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents supplement if there exists material non-public information relating to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware that, in the reasonable opinion of the Company's business affairs and financial conditionBoard of Directors, and has acquired information about would be materially prejudicial to the Company sufficient or its stockholders to reach an informed disclose at that time for up to 30 days (which period may be extended with the consent of all the directors elected by the holders of Series B and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the ActC Preferred Stock). (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Securities Act"), or under any applicable state securities laws as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsSecurities Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in customary form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Securities Act or for sale in connection with, an exemption from the distribution registration requirements of the Securities Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES REGISTRATION REQUIREMENTS OF SAID ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) LAWS, SUPPORTED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE IS NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYREQUIRED." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933Act, as now in force or hereafter amended, or any successor legislation (of the "Act"), or under any applicable state securities laws date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock Shares, as the case may be, under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoingIn addition, unless the offering and sale of this Warrant only may be transferred to a transferee who certifies in writing to the Warrant Stock Holder and to be issued upon the particular exercise Company that such transferee is an “accredited investor” within the meaning of this Warrant shall have been effectively registered Rule 501(a) promulgated by the Securities and Exchange Commission (“Commission”) under the Act and under any applicable state securities laws, the Securities Act. The Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Warrant Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is then an “accredited investor” within the meaning of Rule 501(c) promulgated by the Commission under the Securities Act, is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Securities Act or for sale in connection with, an exemption from the distribution registration requirements of the Securities Act and any such sharesother applicable restrictions, in which event the Registered Warrant Holder shall be bound by the provisions of a legend or legends to such effect on that shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable “This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or unless exemptions from otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and qualification are otherwise available. The Registered Holder such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is aware of the provisions of Rule 144, promulgated under the Actnot required. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.”

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Class A Warrant acknowledges that this Class A Warrant and the Class A Warrant Stock Shares have not been registered under the Securities Act of 1933Act, as now in force or hereafter amended, or any successor legislation (of the "Act"), or under any applicable state securities laws date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Class A Warrant, or any Class A Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Securities Act as to this Class A Warrant or such Class A Warrant Stock and registration or qualification of this Warrant or such Warrant Stock Shares, as the case may be, under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoingIn addition, unless the offering and sale of this Class A Warrant only may be transferred to a transferee who certifies in writing to the Warrant Stock Holder and to be issued upon the particular exercise Company that such transferee is an "accredited investor" within the meaning of this Warrant shall have been effectively registered Rule 501(a) promulgated by the Securities and Exchange Commission ("Commission") under the Act and under any applicable state securities laws, the Securities Act. The Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Warrant Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is then an "accredited investor" within the meaning of Rule 501(c) promulgated by the Commission under the Securities Act, is acquiring such shares for its own account, for investment and will not with a view to, transfer the Class A Warrant Shares unless pursuant to an effective and current registration statement under the Securities Act or for sale in connection with, an exemption from the distribution registration requirements of the Securities Act and any such sharesother applicable restrictions, in which event the Registered Warrant Holder shall be bound by the provisions of a legend or legends to such effect on that shall be endorsed upon the certificate(s) representing the Class A Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Class A Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or unless exemptions from otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and qualification are otherwise available. The Registered Holder such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is aware of the provisions of Rule 144, promulgated under the Actnot required. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Act"), or under any applicable state securities laws as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares, as the case may be, and registration or qualification of this Warrant or such Warrant Stock Shares, as the case may be, under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. In addition, this Warrant may only be transferred to a transferee who certifies in writing to the Registered Holder and to the Company that such transferee is an "accredited investor" within the meaning of Rule 501(a) promulgated by the Securities and Exchange Commission under the Act. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is then an "accredited investor" within the meaning of Rule 501(c) promulgated by the Securities and Exchange Commission under the Act, is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on that shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or unless exemptions from otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and qualification are otherwise available. The Registered Holder such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is aware of the provisions of Rule 144, promulgated under the Actnot required. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "“Securities Act"”), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, Shares or (iib) an opinion of counsel, reasonably satisfactory acceptable to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the The Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities laws, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend in substantially the following form: "“THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAW, AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHERWISE TRANSFERRED IN THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND ABSENCE OF SUCH REGISTRATION OR QUALIFICATION RECEIPT BY THE COMPANY OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY) IN THE FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT THE PROPOSED SALE, PLEDGE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND THE HOLDER OF THE WARRANT UNDER WHICH THESE ALL APPLICABLE STATE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND LAWS.” The Holder hereof and the Company agree to execute such other documents and instruments as 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 Company covenants and agrees that (iiii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUEDall Warrant Shares which may be issued upon exercise of the Warrant, DIRECTLY OR INDIRECTLY." Said legend upon issuance, shall be removed by fully paid and nonassessable and free from all taxes, liens and charges with respect to the Company, upon issuance thereof; (ii) the request Company will not close its books against the exercise of a holder, at such time as the restrictions on Warrant or the transfer of the applicable security shall have been terminated. In addition, Common Stock issued or issuable upon exercise of the Warrant in connection any manner which would interfere with the issuance timely exercise of this the Warrant; and (iii) the Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of effecting the exercise of the Warrant, the Registered Holder specifically represents to full number of shares of Common Stock which would be deliverable upon the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware exercise of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Act"), or under any applicable state securities laws as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares, as the case may be, and registration or qualification of this Warrant or such Warrant Stock Shares, as the case may be, under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoingIn addition, unless the offering and sale of the Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered may only be transferred to a transferee who certifies in writing to the Registered Holder and to the Company that such transferee is an "accredited investor" within the meaning of Rule 501(a) promulgated by the Securities and Exchange Commission under the Act and under any applicable state securities laws, the Act. The Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is then an "accredited investor" within the meaning of Rule 501(c) promulgated by the Securities and Exchange Commission under the Act, is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on that shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or unless exemptions from otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and qualification are otherwise available. The Registered Holder such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is aware of the provisions of Rule 144, promulgated under the Actnot required. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Act"), or under any applicable state securities laws as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Act as to this Warrant or such these Warrant Stock Shares and registration or qualification of this Warrant or such these Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such this registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering offer and sale of the Warrant Stock Shares to be issued upon on the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be is under no obligation to issue the shares covered by such the exercise unless and until the Registered Holder shall have has executed an investment letter in form and substance satisfactory to the Company, including . This letter will include a warranty at the time of such the exercise that it is acquiring such the shares for its own account, for investment and will not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing transfer the Warrant Stock. In addition, without limiting Shares unless under an effective and current registration statement under the generality Act or an exemption from the registration requirements of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any other applicable state securities laws) shall restrictions. Any stock certificate representing Warrant Shares will be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or unless exemptions from otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and qualification are otherwise available. The Registered Holder such laws, supported by an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such registration is aware of the provisions of Rule 144, promulgated under the Actnot required. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (iib) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the The Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend legends in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES REGISTRATION REQUIREMENTS OF SAID ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) LAWS, SUPPORTED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." THE HOLDER TRANSFER OF THE WARRANT UNDER SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT IS RESTRICTED AS SET FORTH IN A SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH MAY BE OBTAINED FROM THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed COMPANY. After the Registration Statement referenced in Section 6 hereinafter is declared effective by the CompanySecurities and Exchange Commission, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the if any Registered Holder specifically represents shall deliver to the Company the certificate representing the Warrant Shares, then the Company shall within three days after receipt by acceptance the Company of this Warrant the foregoing, issue a new certificate representing and in exchange for the aforementioned certificate, which new certificate shall be legended as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this WarrantAS AMENDED. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view toTHE SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED THAT THE HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENT UNDER THE SECURITIES ACT OF 1933, or for the resale in connection withAS AMENDED, any "distribution" thereof in violation of the ActAND THE SALE IS IN COMPLIANCE WITH THE PLAN OF DISTRIBUTION SET FORTH IN THE PROSPECTUS. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTION AS SET FORTH IN A SUBSCRIPTION AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "“Securities Act"”), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, Shares or (iib) an opinion of counsel, reasonably satisfactory acceptable to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the The Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities laws, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend in substantially the following form: "“THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAW, AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHERWISE TRANSFERRED IN THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND ABSENCE OF SUCH REGISTRATION OR QUALIFICATION RECEIPT BY THE COMPANY OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY) IN THE FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT THE PROPOSED SALE, PLEDGE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND THE HOLDER OF THE WARRANT UNDER WHICH THESE ALL APPLICABLE STATE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND LAWS.” The Holder hereof and the Company agree to execute such other documents and instruments as 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 Company covenants and agrees that (iiii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUEDall Warrant Shares which may be issued upon exercise of the Warrant, DIRECTLY OR INDIRECTLY." Said legend upon issuance, shall be removed by fully paid and nonassessable and free from all taxes, liens and charges with respect to the Company, upon issuance thereof; (ii) the request Company will not close its books against the exercise of a holder, at such time as the restrictions on Warrant or the transfer of the applicable security shall have been terminated. In addition, Common Stock issued or issuable upon exercise of the Warrant in connection any manner which would interfere with the issuance timely exercise of this the Warrant; and (iii) the Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of effecting the exercise of the Warrant, the Registered Holder specifically represents to full number of shares of Common Stock which would be deliverable upon the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware exercise of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, xxxxxx acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable applicable, Blue Sky or state securities law then in effect, effect or (iib) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the The Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend legends in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAWS AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AS OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES EVIDENCED HEREBY REGISTRATION REQUIREMENTS OF SAID ACT AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER COMPLIANCE WITH ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT LAW, OR (ii) UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." After the Registration Statement, referenced in Section 4 hereinbelow, is declared effective by the Securities and Exchange Commission ("Commission"), or after any registration statement in which Warrant Shares are included pursuant to the registration rights set forth in Section 4.4(b) of the Common Stock and Warrant Purchase Agreement between the Company and the initial Registered Holder ("Common Stock and Warrant Purchase Agreement") is declared effective by the Commission, the Registered Holder may deliver to the Company the certificates representing the Warrant Shares so registered, and the Company will, within three days after receipt by the Company of the foregoing, cause its transfer agent to issue new certificates representing and in exchange for the aforementioned certificates, which new certificates shall be legended as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED THAT (i) THE REGISTRATION STATEMENT IS CURRENT AND QUALIFICATION ARE NOT REQUIRED EFFECTIVE, (ii) THE HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (iii) OTHERWISE COMPLYING SALE IS IN COMPLIANCE WITH THE PROVISIONS PLAN OF DISTRIBUTION SET FORTH IN THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYPROSPECTUS." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Securities Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement Registration Statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, Shares or (iib) an opinion of counsel, reasonably satisfactory acceptable to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the The Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities laws, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAW, AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHERWISE TRANSFERRED IN THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND ABSENCE OF SUCH REGISTRATION OR QUALIFICATION RECEIPT BY THE COMPANY OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY) IN THE FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT THE PROPOSED SALE, PLEDGE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND THE HOLDER OF THE WARRANT UNDER WHICH THESE ALL APPLICABLE STATE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYLAWS." Said legend The Holder hereof and the Company agree to execute such other documents and instruments as 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 Company covenants and agrees that (i) all Warrant Shares which may be issued upon exercise of the Warrant, upon issuance, shall be removed by fully paid and nonassessable and free from all taxes, liens and charges with respect to the Company, upon issuance thereof; (ii) the request Company will not close its books against the exercise of a holder, at such time as the restrictions on Warrant or the transfer of the applicable security shall have been terminated. In addition, Common Stock issued or issuable upon exercise of the Warrant in connection any manner which would interfere with the issuance timely exercise of this the Warrant; and (iii) the Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of effecting the exercise of the Warrant, the Registered Holder specifically represents to full number of shares of Common Stock which would be deliverable upon the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware exercise of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky blue sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the issuethe shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it the Registered Holder is acquiring such acquiringsuch shares for its the Registered Holder's own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems believes necessary or advisable under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1b) The Registered Holder is aware agrees, and each other holder of Warrant Stock agrees, if requested by the Company and/or the representative of the underwriters underwriting an offering of Common Stock (or other securities of the Company's business affairs and financial condition) from time to time, and has acquired information about not tosell or otherwise transfer or dispose of any Warrant Stock then held by the Registered Holder and/or such other holder during such period of time following the effective date of any registration statement of the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered filed under the Act in reliance upon for the period of time with respect to which a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature majority of the holder's investment intent as expressed herein. executive officers of the Company agree not to sell shares of Common Stock (3) or other securities of the Company). Such agreement shall be in writing in a form satisfactory to the Company and such representative. The Registered Holder further understands that (A) this Warrant must be held indefinitely and Company may not be transferred except in compliance impose stop-transfer instructions with Section 10(b) hereof and (B) respect to the Warrant Stock must be held indefinitely unless subsequently registered under subject to the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware foregoing restriction until the end of the provisions of Rule 144, promulgated under the Actsuch period. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective elective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (iib) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the The Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend legends in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAWS AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AS OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES EVIDENCED HEREBY REGISTRATION REQUIREMENTS OF SAID ACT AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER COMPLIANCE WITH ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT LAW, OR (ii) UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." After the Registration Statement, referenced in Section 4 hereinbelow, is declared effective by the Securities and Exchange Commission ("Commission"), or after any registration statement in which Warrant Shares are included pursuant to the registration rights set forth in Section 4.4(b) of the Common Stock and Warrant Purchase Agreement between the Company and the initial Registered Holder ("Common Stock and Warrant Purchase Agreement") is declared effective by the Commission, the Registered Holder may deliver to the Company the certificates representing the Warrant Shares so registered, and the Company will, within three days after receipt by the Company of the foregoing, cause its transfer agent to issue new certificates representing and in exchange for the aforementioned certificates, which new certificates shall be legended as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED THAT (i) THE REGISTRATION STATEMENT IS CURRENT AND QUALIFICATION ARE NOT REQUIRED EFFECTIVE, (ii) THE HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (iii) OTHERWISE COMPLYING THE SALE IS IN COMPLIANCE WITH THE PROVISIONS PLAN OF DISTRIBUTION SET FORTH IN THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYPROSPECTUS." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent holder of this Warrant, if any, acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky blue sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems believes necessary or advisable under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1b) The Registered Holder is aware agrees, and each other holder of Warrant Stock agrees, if requested by the Company and/or the representative of the underwriters underwriting an offering of Common Stock (or other securities of the Company's business affairs and financial condition) from time to time, and has acquired information about not to sell or otherwise transfer or dispose of any Warrant Stock then held by the Registered Holder and/or such other holder during such period of time following the effective date of any registration statement of the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered filed under the Act in reliance upon for the period of time with respect to which a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature majority of the holder's investment intent as expressed herein. executive officers of the Company agree not to sell shares of Common Stock (3) or other securities of the Company). Such agreement shall be in writing in a form satisfactory to the Company and such representative. The Registered Holder further understands that (A) this Warrant must be held indefinitely and Company may not be transferred except in compliance impose stop-transfer instructions with Section 10(b) hereof and (B) respect to the Warrant Stock must be held indefinitely unless subsequently registered under subject to the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware foregoing restriction until the end of the provisions of Rule 144, promulgated under the Actsuch period. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered HolderFurther to the restrictions set forth in Section 2.3, and above, each subsequent holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933Act, as now in force or hereafter amended, or any successor legislation (of the "Act"), or under any applicable state securities laws date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsSecurities Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty covenant at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Securities Act or for sale in connection with, an exemption from the distribution registration requirements of the Securities Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) LAWS, SUPPORTED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION ARE IS NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYREQUIRED." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.”

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares, as of the date of original issuance of this Warrant, have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Securities Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement Registration Statement under the Securities Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, Shares or (iib) an opinion of counsel, reasonably satisfactory acceptable to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the The Warrant Stock to be issued upon the particular exercise of this Warrant shall have been effectively registered under the Act and under any applicable state securities laws, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall be bound by the provisions of a legend to such effect on the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAW, AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER OTHERWISE TRANSFERRED IN THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND ABSENCE OF SUCH REGISTRATION OR QUALIFICATION RECEIPT BY THE COMPANY OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO THE COMPANY) IN THE FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT THE PROPOSED SALE, PLEDGE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT AND THE HOLDER OF THE WARRANT UNDER WHICH THESE ALL APPLICABLE STATE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYLAWS." Said legend The Holder hereof and the Company agree to execute such other documents and instruments as 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 Company covenants and agrees that (i) all Warrant Shares which may be issued upon exercise of the Warrant, upon issuance, shall be removed by fully paid and nonassessable and free from all taxes, liens and charges with respect to the Company, upon issuance thereof; and (ii) the request Company will not close its books against the exercise of a holder, at such time as the restrictions on Warrant or the transfer of the applicable security shall have been terminated. In addition, Common Stock issued or issuable upon exercise of the Warrant in connection any manner which would interfere with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware timely exercise of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered HolderFurther to the restrictions set forth in Section 2.3, and above, each subsequent holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933Act, as now in force or hereafter amended, or any successor legislation (of the "Act"), or under any applicable state securities laws date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsSecurities Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty covenant at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Securities Act or for sale in connection with, an exemption from the distribution registration requirements of the Securities Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) LAWS, SUPPORTED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION ARE IS NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYREQUIRED." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (iib) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the The Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend legends in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAWS AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AS OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES EVIDENCED HEREBY REGISTRATION REQUIREMENTS OF SAID ACT AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER COMPLIANCE WITH ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT LAW, OR (ii) UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." After the Registration Statement, referenced in Section 4 hereinbelow, is declared, effective by the Securities and Exchange Commission ("Commission"), or after any registration statement in which Warrant Shares are included pursuant to the registration rights set forth in Section 4.4(b) of the Common Stock and Warrant Purchase Agreement between the Company, and the initial Registered Holder ("Common Stock and Warrant Purchase Agreement") is declared effective by the Commission, the Registered Holder may deliver to the Company the certificates representing the Warrant Shares so registered, and the Company will, within three days after receipt by the Company of the foregoing, cause its transfer agent to issue new certificates representing and in exchange for the aforementioned certificates, which new certificates shall be legended as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED THAT (i) REGISTRATION STATEMENT IS CURRENT AND QUALIFICATION ARE NOT REQUIRED EFFECTIVE, (ii) THE HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (iii) OTHERWISE COMPLYING THE SALE IS IN COMPLIANCE WITH THE PROVISIONS PLAN OF DISTRIBUTION SET FORTH IN THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYPROSPECTUS." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (iib) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own on account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the The Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend legends in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAWS AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AS OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES EVIDENCED HEREBY REGISTRATION REQUIREMENTS OF SAID ACT AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER COMPLIANCE WITH ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT LAW, OR (ii) UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." After the Registration Statement referenced in Section 4 hereinbelow is declared effective by the Securities and Exchange Commission (the "Commission"), or after any registration statement in which Warrant Shares are included pursuant to the registration rights set forth in Section 4.4(b) of the Dodge Common Stock and Warrant Purchase Agreement between the Company and Investor as described therein ("Common Stock and Warrant Purchase Agreement") is declared effective by the Commission, the Registered Holder may deliver to the Company the certificates representing the Warrant Shares so registered, and the Company will, within three days after receipt by the Company of the foregoing, issue new certificates representing and in exchange for the aforementioned certificates, which new certificates shall be legended as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED THAT (i) THE REGISTRATION STATEMENT IS CURRENT AND QUALIFICATION ARE NOT REQUIRED EFFECTIVE, (ii) THE HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (iii) OTHERWISE COMPLYING THE SALE IS IN COMPLIANCE WITH THE PROVISIONS PLAN OF DISTRIBUTION SET FORTH IN THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYPROSPECTUS." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Act"), or under any applicable state securities laws as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise except under circumstances which will not result in a violation of applicable federal and state securities laws and the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock terms and registration or qualification conditions of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered Holder, that such registration and qualification are not requiredWarrant. Without limiting the generality of the foregoing, unless the offering offer and sale of the Warrant Stock Shares to be issued upon on the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be is under no obligation to issue the shares covered by such the exercise unless and until the Registered Holder shall have has executed an investment letter letter, the form attached hereto as Attachment 2; it being understood that the box referenced in form and substance satisfactory to the Company, including a warranty at the time item (f) of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall letter need be bound by the provisions of a legend to such effect on the certificate(s) checked. Any stock certificate representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall Shares will be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and such laws. Market Stand-off. Holder may not, without the prior written consent of the Company's Board of Directors, during the period commencing on the effective date of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with the Securities and Exchange Commission under the Act ("IPO") and ending on the second anniversary of this date (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or unless exemptions from registration and qualification otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are otherwise availablethen owned by Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In order to enforce the covenant in this Section, the Company may impose stop-transfer instructions with respect to the shares of Holder until the end of the relevant period. The Registered Holder is aware agreed upon "lock-up" has been established with the understanding that LSI employees are presently restricted from selling the stock they receive from LSI until two (2) years following LSI's IPO. Should the "lock-up" period for LSI's employees be reduced such that they can sell their stock prior to two (2) years following LSI's IPO, then the "lock-up" period applicable to SRI's shares shall be reduced to the same extent. SRI may transfer all or a portion of the provisions of Rule 144, promulgated Warrant under the Actterms of its Intellectual Property and Equity Sharing Policy. All persons who receive any portion of the Warrant will be subject to the market stand-off described in this section. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation 1933 (the "Act"), or under any applicable state securities laws ) as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES REGISTRATION REQUIREMENTS OF SAID ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) LAWS, SUPPORTED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION ARE IS NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYREQUIRED." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such and the Warrant Stock Shares issued upon its exercise and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. . (b) Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance reasonably satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event a legend in substantially the Registered Holder following form shall be bound by the provisions of a legend to such effect on endorsed upon the certificate(s) representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state Shares issued pursuant to such exercise: The securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of represented by this Warrant (unless registered under the Act and any applicable state securities laws) shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall certificate have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended ("Act"), among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified or under any applicable state securities laws and may not be offered or sold except pursuant to (i) an effective registration statement under the Act and such state securities laws, (ii) to the extent applicable, Rule 144 under the Act (or unless exemptions any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to the Company, that an exemption from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the ActAct and such state securities laws is available. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Act"), or under any applicable state securities laws as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise except under circumstances which will not result in a violation of applicable federal and state securities laws and the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock terms and registration or qualification conditions of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered Holder, that such registration and qualification are not requiredWarrant. Without limiting the generality of the foregoing, unless the offering offer and sale of the Warrant Stock Shares to be issued upon on the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be is under no obligation to issue the shares covered by such the exercise unless and until the Registered Holder shall have has executed an investment letter letter, the form attached hereto as Attachment 2; it being understood that the box referenced in form and substance satisfactory to the Company, including a warranty at the time item (f) of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall letter need be bound by the provisions of a legend to such effect on the certificate(s) checked. Any stock certificate representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall Shares will be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and such laws. Market Stand-off. Holder may not, without the prior written consent of the Company's Board of Directors, during the period commencing on the effective date of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with the Securities and Exchange Commission under the Act ("IPO") and ending on the second anniversary of this date (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, Agreement No. _____ right or warrant to purchase, or unless exemptions from registration and qualification otherwise transfer or dispose of, directly or indirectly, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are otherwise availablethen owned by Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. In order to enforce the covenant in this Section, the Company may impose stop-transfer instructions with respect to the shares of Holder until the end of the relevant period. The Registered Holder is aware agreed upon "lock-up" has been established with the understanding that LSI employees are presently restricted from selling the stock they receive from LSI until two (2) years following LSI's IPO. Should the "lock-up" period for LSI's employees be reduced such that they can sell their stock prior to two (2) years following LSI's IPO, then the "lock-up" period applicable to SRI's shares shall be reduced to the same extent. SRI may transfer all or a portion of the provisions of Rule 144, promulgated Warrant under the Actterms of its Intellectual Property and Equity Sharing Policy. All persons who receive any portion of the Warrant will be subject to the market stand-off described in this section. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (iib) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the The Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend legends in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AS OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION REQUIREMENTS OF THE SECURITIES EVIDENCED HEREBY UNDER SAID ACT ADD COMPLIANCE WITH ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT LAW, OR (ii) UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION ARE IS NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYREQUIRED." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation amended (the "Act"), or under any applicable state securities laws as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise except under circumstances which will not result in a violation of applicable federal and state securities laws and the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock terms and registration or qualification conditions of this Warrant or such Warrant Stock under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered Holder, that such registration and qualification are not requiredWarrant. Without limiting the generality of the foregoing, unless the offering offer and sale of the Warrant Stock Shares to be issued upon on the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be is under no obligation to issue the shares covered by such the exercise unless and until the Registered Holder shall have has executed an investment letter letter, the form attached hereto as Attachment 2; it being understood that the box referenced in form and substance satisfactory to the Company, including a warranty at the time item (f) of such exercise that it is acquiring such shares for its own account, for investment and not with a view to, or for sale in connection with, the distribution of any such shares, in which event the Registered Holder shall letter need be bound by the provisions of a legend to such effect on the certificate(s) checked. Any stock certificate representing the Warrant Stock. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) shall Shares will be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable This security shall have has been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Securities Act in reliance upon a specific exemption therefromof 1933, which exemption depends uponas amended, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any or applicable state securities laws. This security may not be sold, pledged or otherwise transferred in the absence of such registration or pursuant to an exemption therefrom under said Act and such laws. Market Stand-off. Holder may not, without the prior written consent of the Company's Board of Directors, during the period commencing on the effective date of the first public offering of the Common Stock of the Company to the general public which is effected pursuant to a registration statement filed with the Securities and Exchange Commission under the Act ("IPO") and ending on the second anniversary of this date (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144transfer or dispose of, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.directly or

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation 1933 (the "Act"), or under any applicable state securities laws ) as of the date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES REGISTRATION REQUIREMENTS OF SAID ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) LAWS, SUPPORTED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION ARE IS NOT REQUIRED AND (iii) OTHERWISE COMPLYING WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYREQUIRED." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered HolderFurther to the restrictions set forth in Section 2.3, and above, each subsequent holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933Act, as now in force or hereafter amended, or any successor legislation (of the "Act"), or under any applicable state securities laws date of issuance hereof and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant Warrant, or any Warrant Stock Shares issued upon its exercise exercise, in the absence of (i) an effective registration statement under the Securities Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (ii) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsSecurities Act, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty covenant at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Securities Act or for sale in connection with, an exemption from the distribution registration requirements of the Securities Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoingsuch event, the Company may delay issuance of the Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) hereof shall be stamped or imprinted with a legend in substantially the following form: "THE SECURITES EVIDENCED HEREBY HAVE “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE , AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT THEREOF UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS TO THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT OR (ii) LAWS, SUPPORTED BY AN OPINION OF COUNSEL COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.” The Warrant Shares shall also bear the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT REQUIRED AND (iii) OTHERWISE COMPLYING SUBJECT TO RESTRICTIONS CONTAINED IN A SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE PROVISIONS OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYCOMPANY." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.

Limitation on Sales. (a) The Registered Holder, and each subsequent Each holder of this Warrant, if any, Warrant acknowledges that this Warrant and the Warrant Stock Shares have not been registered under the Securities Act of 1933, as now in force or hereafter amended, or any successor legislation (the "Act"), or under any applicable state securities laws and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Stock Shares issued upon its exercise in the absence of (ia) an effective registration statement under the Act as to this Warrant or such Warrant Stock Shares and registration or qualification of this Warrant or such Warrant Stock Shares under any applicable Blue Sky or state securities law then in effect, effect or (iib) an opinion of counsel, reasonably satisfactory to the Company and the Registered HolderCompany, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Warrant Stock Shares to be issued upon the particular exercise of this the Warrant shall have been effectively registered under the Act and under any applicable state securities lawsAct, the Company shall be under no obligation to issue the shares covered by such exercise unless and until the Registered Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty at the time of such exercise that it is acquiring such shares for its own account, for investment and will not with a view to, transfer the Warrant Shares unless pursuant to an effective and current registration statement under the Act or for sale in connection with, an exemption from the distribution registration requirements of the Act and any such sharesother applicable restrictions, in which event the Registered Holder shall be bound by the provisions of a legend or legends to such effect on which shall be endorsed upon the certificate(s) representing the Warrant StockShares issued pursuant to such exercise. In addition, without limiting the generality of the foregoing, the Company may delay issuance of the The Warrant Stock until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws). This Warrant and all Warrant Stock Shares issued upon exercise of this Warrant (unless registered under the Act and any applicable state securities laws) thereof shall be stamped or imprinted with a legend legends in substantially the following form: "THE SECURITES EVIDENCED HEREBY SECURITIES 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. NO SALE LAWS AND MAY NOT BE SOLD, PLEDGED OR DISPOSITION MAY BE EFFECTED OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AS OR PURSUANT TO AN EXEMPTION FROM THE SECURITIES EVIDENCED HEREBY REGISTRATION REQUIREMENTS OF SAID ACT AND REGISTRATION OR QUALIFICATION OF THE SECURITIES EVIDENCED HEREBY UNDER COMPLIANCE WITH ANY APPLICABLE BLUE SKY OR STATE SECURITIES LAWS THEN IN EFFECT LAW, OR (ii) UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY COUNSEL, SATISFACTORY TO THE COMPANY AND THE HOLDER OF THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." After the Registration Statement, referenced in Section 4 hereinbelow, is declared effective by the Securities and Exchange Commission ("Commission"), or after any registration statement in which Warrant Shares are included pursuant to the registration rights set forth in Section 4.4(b) of the Common Stock and Warrant Purchase Agreement between the Company and the initial Registered Holder ("Common Stock and Warrant Purchase Agreement") is declared effective by the Commission, the Registered Holder may deliver to the Company the certificates representing the Warrant Shares so registered, and the Company will, within three days after receipt by the Company of the foregoing, cause its transfer agent to issue new certificates representing and in exchange for the aforementioned certificates, which new certificates shall be legended as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED THAT (i) THE REGISTRATION STATEMENT IS CURRENT AND QUALIFICATION ARE NOT REQUIRED EFFECTIVE, (ii) THE HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (iii) OTHERWISE COMPLYING THE SALE IS IN COMPLIANCE WITH THE PROVISIONS PLAN OF DISTRIBUTION SET FORTH IN THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLYPROSPECTUS." Said legend shall be removed by the Company, upon the request of a holder, at such time as the restrictions on the transfer of the applicable security shall have been terminated. In addition, in connection with the issuance of this Warrant, the Registered Holder specifically represents to the Company by acceptance of this Warrant as follows: (1) The Registered Holder is aware of the Company's business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof in violation of the Act. (2) The Registered Holder understands that this Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the holder's investment intent as expressed herein. (3) The Registered Holder further understands that (A) this Warrant must be held indefinitely and may not be transferred except in compliance with Section 10(b) hereof and (B) the Warrant Stock must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. The Registered Holder is aware of the provisions of Rule 144, promulgated under the Act. (4) The Registered Holder represents that it is an "accredited investor" as defined in Rule 501(a) under the Act.