Common use of N WITNESS WHEREOF Clause in Contracts

N WITNESS WHEREOF. this Series __ Warrant Certificate has been executed as of the date first above written. ITECH MEDICAL, INC. By: __________________ EXHIBIT “A” NOTICE OF EXERCISE (to be signed only upon exercise of the warrants) To: ITECH MEDICAL, INC. The undersigned hereby elects to purchase shares of Common Stock (the “Warrant Shares”) of iTech Medical, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the enclosed Series __ Warrant Certificate (the “Certificate”). The undersigned tenders herewith payment of the exercise price pursuant to the terms of the Certificate. The undersigned hereby represents and warrants to, and agrees with, the Company as follows: The undersigned is acquiring the Warrant Shares for the undersigned’s own account, for investment purposes only. The undersigned understands that an investment in the Warrant Shares involves a high degree of risk, and the undersigned has the financial ability to bear the economic risk of this investment in the Warrant Shares, including a complete loss of such investment. The undersigned has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. The undersigned is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Warrant Shares and in protecting the undersigned’s own interest in connection with this transaction. The undersigned understands that the issuance of the Warrant Shares has not been and will not be registered under the Securities Act or under any state securities laws. The undersigned is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on sale, transfer, pledge and assignment (“Transfer”) placed on the Warrant Shares may result in the undersigned being required to hold the Warrant Shares for an indefinite period of time. The undersigned believes that it has received all the information it considers necessary or appropriate for deciding whether to invest in the Warrant Shares, and the undersigned has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. The undersigned agrees not to Transfer any of the Warrant Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish it with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. Each certificate evidencing the Warrant Shares will bear either the following legend or a similar legend: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION.” Number of Warrants Exercised: _____________ Amount Funded: US$_____________ Dated: [Name] This Amendment to the Stock Purchase Agreement, dated the _____ of March, 2010, is entered into between ITECH MEDICAL, INC., of the first part (the “Corporation”) and REVOX VENTURES LIMITED, of the second part (“Revox”).

N WITNESS WHEREOF. the undersigned has executed this Series __ Warrant Certificate has been executed Questionnaire as of the _______ day of __________________, 2011. Per: Authorized Signatory Per: Authorized Signatory This Questionnaire is for use by each Vendor who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”) and has indicated an interest in receiving Payment Shares of International Gold Corp. (the “Company”). The purpose of this Questionnaire is to assure the Company that each Vendor will meet the standards imposed by the 1933 Act and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Payment Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Payment Shares or any other securities of the Company in any state other than those specifically authorized by the Company. All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Vendor agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Payment Shares hereunder. The Vendor covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the Vendor satisfies.) _______ Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000. _______ Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date first above writtenof purchase exceeds US $1,000,000 excluding the value of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its fair market value. ITECH MEDICAL_______ Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. _______ Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan with total assets in excess of $5,000,000 established and maintained by a state, INCa political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors. By_______ Category 5 A private business development company as defined in Section 202(a)(22) of the Investment Xxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxx). _______ Category 6 A director or executive officer of the Company. _______ Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act. _______ Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories. If the Vendor is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity: __________________ EXHIBIT “A” NOTICE OF EXERCISE (to be signed only upon exercise of the warrants) To: ITECH MEDICAL, INC. The undersigned hereby elects to purchase shares of Common Stock (the “Warrant Shares”) of iTech Medical, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the enclosed Series __ Warrant Certificate (the “Certificate”). The undersigned tenders herewith payment of the exercise price pursuant to the terms of the Certificate. The undersigned hereby represents and warrants to, and agrees with, the Company as follows: The undersigned is acquiring the Warrant Shares for the undersigned’s own account, for investment purposes only. The undersigned understands that an investment in the Warrant Shares involves a high degree of risk, and the undersigned has the financial ability to bear the economic risk of this investment in the Warrant Shares, including a complete loss of such investment. The undersigned has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. The undersigned is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Warrant Shares and in protecting the undersigned’s own interest in connection with this transaction. The undersigned understands that the issuance of the Warrant Shares has not been and will not be registered under the Securities Act or under any state securities laws. The undersigned is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on sale, transfer, pledge and assignment (“Transfer”) placed on the Warrant Shares may result in the undersigned being required to hold the Warrant Shares for an indefinite period of time. The undersigned believes that it has received all the information it considers necessary or appropriate for deciding whether to invest in the Warrant Shares, and the undersigned has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. The undersigned agrees not to Transfer any of the Warrant Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish it with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. Each certificate evidencing the Warrant Shares will bear either the following legend or a similar legend: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATION.” Number of Warrants Exercised: ___________________________________________________________________ Amount Funded: US$_____________ Dated: [Name] This Amendment to The Vendor hereby certifies that the Stock Purchase Agreementinformation contained in this Questionnaire is complete and accurate and the Vendor will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, dated partnership, trust or estate, the _____ of March, 2010, is entered into between ITECH MEDICAL, INC., person executing on behalf of the first part (Vendor represents that it has the “Corporation”) authority to execute and REVOX VENTURES LIMITED, deliver this Questionnaire on behalf of the second part (“Revox”)such entity.

N WITNESS WHEREOF. the Company has caused this Series __ Warrant Certificate has been to be executed as in its name and on its behalf by the facsimile signatures of the date first above written. ITECH MEDICAL, INCits duly authorized officers. By: __________________ EXHIBIT “A” NOTICE OF EXERCISE Name: Title: Countersigned: [WARRANT AGENT], AS WARRANT AGENT By: Name: Title: To exercise any Warrants evidenced hereby for Warrant Securities (as hereinafter defined), the Holder must pay, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of Warrant Agent], Attn: , which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be signed only received by the Warrant Agent within five business days of the payment. (To be executed upon exercise of the warrantsWarrants) To: ITECH MEDICAL, INC. The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase shares of Common Stock the [Title of Warrant Securities] (the “Warrant SharesSecurities”) ), of iTech MedicalTRACON Pharmaceuticals, Inc. and represents that he has tendered payment for such Warrant Securities, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of TRACON Pharmaceuticals, Inc., a Delaware corporation (c/o [insert name and address of Warrant Agent], in the “Company”), pursuant to amount of $ in accordance with the terms of the enclosed Series __ Warrant Certificate (the “Certificate”)hereof. The undersigned tenders herewith payment requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the exercise price pursuant Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant Securities remaining unexercised be issued and delivered to the terms undersigned unless otherwise specified in the instructions below. Dated Name Address: (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed (Signature must conform in all respects to name of holder as specified on the Certificateface of this Warrant Certificate and must bear a signature guarantee by a FINRA member firm). The undersigned hereby represents This Warrant may be exercised at the following addresses: By hand at By mail at [Instructions as to form and warrants todelivery of Warrant Securities and, and agrees withif applicable, the Company as follows: The undersigned is acquiring the Warrant Shares Certificates evidencing Warrants for the undersigned’s own account, for investment purposes only. The undersigned understands that an investment in the number of Warrant Shares involves a high degree of risk, and the undersigned has the financial ability to bear the economic risk of this investment in the Warrant Shares, including a Securities remaining unexercised—complete loss of such investment. The undersigned has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. The undersigned is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Warrant Shares and in protecting the undersigned’s own interest in connection with this transaction. The undersigned understands that the issuance of the Warrant Shares has not been and will not be registered under the Securities Act or under any state securities laws. The undersigned is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on sale, transfer, pledge and assignment (“Transfer”) placed on the Warrant Shares may result in the undersigned being required to hold the Warrant Shares for an indefinite period of time. The undersigned believes that it has received all the information it considers necessary or appropriate for deciding whether to invest in the Warrant Shares, and the undersigned has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. The undersigned agrees not to Transfer any of the Warrant Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish it with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. Each certificate evidencing the Warrant Shares will bear either the following legend or a similar legend: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATIONappropriate.” Number of Warrants Exercised: _____________ Amount Funded: US$_____________ Dated: [Name] This Amendment to the Stock Purchase Agreement, dated the _____ of March, 2010, is entered into between ITECH MEDICAL, INC., of the first part (the “Corporation”) and REVOX VENTURES LIMITED, of the second part (“Revox”).]

N WITNESS WHEREOF. the Company has caused this Series __ Warrant Certificate has been to be executed as in its name and on its behalf by the facsimile signatures of the date first above written. ITECH MEDICAL, INCits duly authorized officers. By: __________________ EXHIBIT “A” NOTICE OF EXERCISE Name: Title: Countersigned: [WARRANT AGENT ], AS WARRANT AGENT By: Name: Title: To exercise any Warrants evidenced hereby for Warrant Securities (to be signed only upon exercise as hereinafter defined), the Holder must pay, in lawful money of the warrantsUnited States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price in full for Warrants exercised, to [Warrant Agent] [address of Warrant Agent], Attn: which payment must specify the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) To: ITECH MEDICALto the Warrant Agent at the appropriate address set forth above. This Warrant Certificate, INCcompleted and duly executed, must be received by the Warrant Agent within five business days of the payment. The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase shares of the Common Stock Stock, par value $0.001 per share (the “Warrant SharesSecurities”) ), of iTech MedicalTRACON Pharmaceuticals, Inc. and represents that he has tendered payment for such Warrant Securities, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of TRACON Pharmaceuticals, Inc., a Delaware corporation (c/o [insert name and address of Warrant Agent], in the “Company”), pursuant to amount of $ in accordance with the terms of the enclosed Series __ Warrant Certificate (the “Certificate”)hereof. The undersigned tenders herewith payment requests that said Warrant Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the exercise price pursuant Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for the number of Warrant Securities remaining unexercised be issued and delivered to the terms undersigned unless otherwise specified in the instructions below. Dated Name Address: (Insert Social Security or Other Identifying Number of Holder) Signature Guaranteed (Signature must conform in all respects to name of holder as specified on the Certificateface of this Warrant Certificate and must bear a signature guarantee by a FINRA member firm). The undersigned hereby represents This Warrant may be exercised at the following addresses: By hand at By mail at [Instructions as to form and warrants todelivery of Warrant Securities and, and agrees withif applicable, the Company as follows: The undersigned is acquiring the Warrant Shares Certificates evidencing Warrants for the undersigned’s own account, for investment purposes only. The undersigned understands that an investment in the number of Warrant Shares involves a high degree of risk, and the undersigned has the financial ability to bear the economic risk of this investment in the Warrant Shares, including a Securities remaining unexercised—complete loss of such investment. The undersigned has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. The undersigned is an “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Warrant Shares and in protecting the undersigned’s own interest in connection with this transaction. The undersigned understands that the issuance of the Warrant Shares has not been and will not be registered under the Securities Act or under any state securities laws. The undersigned is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on sale, transfer, pledge and assignment (“Transfer”) placed on the Warrant Shares may result in the undersigned being required to hold the Warrant Shares for an indefinite period of time. The undersigned believes that it has received all the information it considers necessary or appropriate for deciding whether to invest in the Warrant Shares, and the undersigned has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. The undersigned agrees not to Transfer any of the Warrant Shares except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of the Warrant Shares by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, the Company may require the contemplated transferee to furnish it with an investment letter setting forth such information and agreements as may be reasonably requested by the Company to ensure compliance by such transferee with the Securities Act. Each certificate evidencing the Warrant Shares will bear either the following legend or a similar legend: “THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM REGISTRATIONappropriate.” Number of Warrants Exercised: _____________ Amount Funded: US$_____________ Dated: [Name] This Amendment to the Stock Purchase Agreement, dated the _____ of March, 2010, is entered into between ITECH MEDICAL, INC., of the first part (the “Corporation”) and REVOX VENTURES LIMITED, of the second part (“Revox”).]