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 parties hereto have caused this Series __ Warrant Certificate has been executed Agreement to be duly executed, all as of the date day and year first above written. ITECH MEDICALBy: Name: Title: [WARRANT AGENT ], AS WARRANT AGENT By: Name: Title: [SIGNATURE PAGE TO COMMON STOCK WARRANT AGREEMENT] FORM OF WARRANT CERTIFICATE [FACE OF WARRANT CERTIFICATE] [[Form if Warrants are attached to Other Securities and are not immediately detachable.] [Prior to , this Warrant Certificate cannot be transferred or exchanged unless attached to a [Title of Other Securities].] [Form of Legend if Warrants are not immediately exercisable.] [Prior to , Warrants evidenced by this Warrant Certificate cannot be exercised.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN VOID AFTER [ ] P.M., [ ] TIME, ON , TRACON PHARMACEUTICALS, INC. By: __________________ EXHIBIT “A” NOTICE OF EXERCISE (to be signed only upon exercise WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE No. Warrants This certifies that or registered assigns is the registered owner of the warrants) To: ITECH MEDICALabove indicated number of Warrants, INC. The undersigned hereby elects each Warrant entitling such owner [if Warrants are attached to purchase Other Securities and are not immediately detachable—, subject to the registered owner qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined),] to purchase, at any time [after [ ] p.m., [ ] time, [on and] on or before [ ] p.m., [ ] time, on , shares of Common Stock Stock, par value $0.001 per share (the “Warrant SharesSecurities”) ), of iTech MedicalTRACON Pharmaceuticals, Inc., a Delaware corporation Inc. (the “Company”)) on the following basis: during the period from , pursuant through and including , the exercise price per Warrant Security will be $ , subject to adjustment as provided in the terms of the enclosed Series __ Warrant Certificate Agreement (as hereinafter defined) (the “CertificateWarrant Price”). The undersigned tenders herewith payment Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the exercise price pursuant 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 for each Warrant Security with respect to which this Warrant is exercised to the terms Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the Certificate. The undersigned hereby represents and warrants to“Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and agrees with, upon compliance with and subject to 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 conditions set forth herein and 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” Agreement (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”hereinafter defined).