Common use of Representation by the Holder Clause in Contracts

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Warrant and, upon any exercise hereof, the Warrant Shares issuable upon such exercise, in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This Warrant, any Warrant issued in substitution or replacement therefor and any Warrant Shares issuable upon such exercise hereof or thereof, shall be stamped or imprinted with a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”

Representation by the Holder. The Holder, by the its acceptance hereofof this Warrant, represents and warrants that it is acquiring to the Company: (i) this Warrant andhas been acquired by the Holder, upon and any exercise hereof, will acquire the Warrant Shares issuable upon such exerciseto be acquired by it will be acquired, for the account of the Holder for investment purposes for its own account and not with a view to or for sale in connection with any distribution or reselling thereof in a transaction that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction; (ii) the Holder is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act; (iii) the Holder is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; the Holder understands that investment in the Warrant (and any Warrant Shares it acquires) involves substantial risks; and it has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Warrant (and any Warrant Shares it acquires) and it is able to bear the economic risk of that investment; (iv) prior and as a nominee for any other party, and for investment, and that condition to the Holder shall not offer, sell sale or otherwise dispose transfer of this Warrant and, upon any exercise hereof, the Warrant Shares issuable upon exercise of this Warrant, the Holder shall furnish to the Company such exercisecustomary certificates, representations, agreements and other information as the Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an exemption from, or in violation a transaction not subject to, the registration requirements of the Securities Act Act, unless such Warrant Shares are being sold or any applicable state securities law, except transferred pursuant to sales registered or exempted an effective registration statement; and (v) the Holder understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Securities Act. This Warrant, any Warrant issued as presently in substitution or replacement therefor effect, and any Warrant Shares issuable upon such exercise hereof or thereof, shall be stamped or imprinted with a legend in substantially understands the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESresale limitations imposed thereby and by the Securities Act.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantAct .. Notwithstanding the foregoing, any Warrant i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097043 20382.00002 securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantAct .. Notwithstanding the foregoing, any Warrant i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097040 20382.00002 securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantAct .. Notwithstanding the foregoing, any Warrant i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. 2097021 20382.00002 Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantAct .. Notwithstanding the foregoing, any Warrant i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097042 20382.00002 securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantAct .. Notwithstanding the foregoing, any Warrant i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under 2097022 20382.00002 the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantNotwithstanding the foregoing, any Warrant it is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereofaccepting the same, represents and warrants that it is acquiring to the Company as follows: (i) this Warrant and, upon any exercise hereof, will acquire has been acquired and the Warrant Shares issuable upon such exercise, will be acquired for the account of the Holder for investment purposes for its own account and not with a view to or for sale in connection with any distribution or reselling thereof; (ii) the Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; (iii) the Holder is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; the Holder understands that investment in the Warrant (and any Warrant Shares it acquires) involves substantial risks; and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and it is able to bear the economic risk of that investment; (iv) prior and as a nominee for any other party, and for investment, and that condition to the Holder shall not offer, sell sale or otherwise dispose transfer of this Warrant and, upon any exercise hereof, the Warrant Shares issuable upon exercise of this Warrant, the Holder shall furnish to the Company such exercisecustomary certificates, representations, agreements and other information, including an opinion of counsel, as the Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an exemption from, or in violation a transaction not subject to, the registration requirements of the Securities Act Act, unless such Warrant Shares are being sold or any applicable state securities law, except transferred pursuant to sales registered or exempted an effective registration statement; and (v) the Holder understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Securities Act. This Warrant, any Warrant issued as presently in substitution or replacement therefor effect, and any Warrant Shares issuable upon such exercise hereof or thereof, shall be stamped or imprinted with a legend in substantially understands the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESresale limitations imposed thereby and by the Securities Act.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantAct .. Notwithstanding the foregoing, any Warrant i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereofaccepting this Warrant, represents and warrants that it is acquiring to the Company as follows: (i) this Warrant and, upon any exercise hereof, will acquire has been acquired and the Warrant Shares issuable upon such exercise, will be acquired for the account of the Holder for investment purposes for its own account and not with a view to or for sale in connection with any distribution or reselling thereof; and the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof; (ii) the Holder is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act; (iii) the Holder is experienced in evaluating and investing in companies engaged in businesses similar to that of the Company; (iv) the Holder understands that investment in the Warrant (and any Warrant Shares it acquires) involves substantial risks and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Company and it is able to bear the economic risk of that investment; (v) prior and as a nominee for any other party, and for investment, and that condition to the Holder shall not offer, sell sale or otherwise dispose transfer of this Warrant and, upon any exercise hereof, the Warrant Shares issuable upon exercise of this Warrant, the Holder shall furnish to the Company such exercisecustomary certificates, representations, agreements and other information, including an opinion of counsel, as the Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to an exemption from, or in violation a transaction not subject to, the registration requirements of the Securities Act Act, unless such Warrant Shares are being sold or any applicable state securities law, except transferred pursuant to sales registered or exempted an effective registration statement; and (vi) the Holder understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 under the Securities Act. This Warrant, any Warrant issued as presently in substitution or replacement therefor effect, and any Warrant Shares issuable upon such exercise hereof or thereof, shall be stamped or imprinted with a legend in substantially understands the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIESresale limitations imposed thereby and by the Securities Act.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not as with a nominee view to or for any other party, and for investment, and that the Holder shall not offer, sell distributing or otherwise dispose of this Warrant and, upon any exercise hereof, the reselling such Warrant Shares issuable upon such exercise, or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This WarrantAct .. Notwithstanding the foregoing, any Warrant i t is understood and acknowledged by the Company that the Holder has not been asked to agree, nor has the Holder agreed, to desist from purchasing or selling, long and/or short, 2097041 20382.00002 securities of the Company, or “derivative” securities based on securities issued in substitution by the Company or replacement therefor and any to hold the Warrant Shares issuable upon for any specified term. The Company further understands and acknowledges that the Holder may engage in hedging and/or trading activities at various times during the period that the Warrant Shares are outstanding, including, without limitation, during the periods that the value of the Warrant Shares are being determined and such exercise hereof hedging and/or trading activities, if any, can reduce the value of the existing shareholder’s equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. Based on the foregoing representations of the Holder, neither the Company, nor any of its Affiliates, nor any Person acting on its or thereoftheir behalf, shall has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the issuance of this Warrant to be stamped integrated with prior offerings by the Company for purposes of the Securities Act which would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act nor will the Company or imprinted any of its affiliates or subsidiaries take any action or steps that would cause the issuance of this Warrant to be integrated with other offerings if to do so would prevent the Company from issuing the Warrant pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a legend in substantially the following form: “NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIEScompleted offering of Securities hereunder.”

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account for investment purposes only and not as with a nominee view to or for distributing or reselling such Warrant Shares or any other party, and for investmentpart thereof, and that the such Holder shall will not offer, sell or otherwise dispose of this Warrant and, upon or any exercise hereof, the Warrant Shares issuable upon such exercise, in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act. This Warrant, any Warrant subsequently issued in substitution or replacement therefor to Holder, and all certificates representing the Warrant Shares issued hereunder (unless registered under the Act and any Warrant Shares issuable upon such exercise hereof applicable state or thereof, other securities law) shall be stamped or imprinted with a legend in substantially the following form: “NEITHER [THIS SECURITY NOR WARRANT HAS] [THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE EVIDENCED HEREBY HAVE] NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “AMENDED, OR ANY STATE OR OTHER SECURITIES ACT”), AND, ACCORDINGLY, LAWS AND MAY NOT BE OFFERED OFFERED, SOLD, TRANSFERRED OR SOLD ASSIGNED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGISTRATIONS THEREOF UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROMSUCH LAWS, OR (ii) IF, IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OPINION OF COUNSEL THE SECURITIES ACT AND PROPOSED TRANSFER MAY BE EFFECTED IN ACCORDANCE COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY LAWS WITHOUT SUCH SECURITIESREGISTRATIONS.”