Common use of REPRESENTATIONS AND WARRANTIES BY MANAGER Clause in Contracts

REPRESENTATIONS AND WARRANTIES BY MANAGER. Manager makes the following representations and warranties to the Owners: (a) Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Manager has the requisite power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Manager pursuant hereto to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement has been duly authorized and approved by all necessary action of Manager and do not require any further authorization or consent of Manager. This Agreement is a legal, valid and binding agreement of Manager enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equity. (c) Neither the execution and delivery by Manager of this Agreement nor the consummation by Manager of any of the transactions contemplated hereby or thereby nor compliance by Manager with or fulfillment by Manager of the terms, conditions and provisions hereof or thereof will conflict with the Certificate of Incorporation or Bylaws of Manager or any Applicable Laws to which Manager is subject or require the approval, consent, authorization or act of, or the making by Manager of any declaration, filing or registration with, any third party or any Governmental Authority or violate, conflict with, result in any breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would become a default) under, give any Person (including Manager) any right of termination or cancellation, any right to assert any remedy with respect to, or the right to cause the acceleration of the maturity of, any contract or agreement to which Manager is a party or by which its property is bound or cause the loss of any rights, advantages or privileges under or relating to such property or assets. (d) There is no action, suit, proceeding or investigation pending or, to the knowledge of Manager, threatened against Manager which questions the validity of this Agreement or the right of Manager to enter into it or to consummate the transactions contemplated hereby. (e) Manager is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "SECURITIES ACT"). Manager has sufficient 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 is capable of bearing the economic risks of such investment. Manager is acquiring the Warrant for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof. Manager understands and acknowledges that the Warrant has not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Neither Manager nor any Person acting on its behalf will take any action that would cause the loss of any exemption from registration or qualification of the Warrant under the Securities Act or under all applicable state securities laws. Manager understands and acknowledges that a legend will be placed on the Warrant in substantially the following form: THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT UPON DELIVERY TO SUNRISE TELEVISION CORP. (THE "ISSUER") OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

REPRESENTATIONS AND WARRANTIES BY MANAGER. Manager makes the following representations represents and warranties to the Ownerswarrants as follows: (a) Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Manager has the requisite New York, with full power and authority to execute execute, deliver and deliver perform its obligations under this Agreement Agreement; and is duly registered or licensed under all of applicable laws, except where the other agreements and instruments failure to be executed and delivered by Manager pursuant hereto licensed or registered will not have a material adverse effect on its ability to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereofconduct its business. (b) The execution, delivery and performance of the obligations under this Agreement has been duly authorized and approved by all necessary action of Manager and do not require any further authorization or consent of Manager. This Agreement is a legal, valid and binding agreement of Manager enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equity. (c) Neither the execution and delivery by Manager of this Agreement nor the consummation by Manager of any of the transactions contemplated hereby or thereby nor compliance by Manager with or fulfillment by Manager of the terms, conditions and provisions hereof or thereof will conflict with the Certificate of Incorporation or Bylaws of Manager or any Applicable Laws to which Manager is subject or require the approval, consent, authorization or act of, or the making by Manager of any declaration, filing or registration with, any third party or any Governmental Authority or violate, not conflict with, result in any breach violate the terms of, or constitute a default under (or an event which, with notice or lapse of time, or both, would become a defaulti) under, give any Person Manager’s organizational documents; (including Managerii) any right of termination other agreement or cancellation, any right to assert any remedy with respect to, or the right to cause the acceleration of the maturity of, any contract or agreement instrument to which Manager is a party or by which its property Manager is bound or cause to which any of the loss property or assets of Manager is subject; or (iii) any rightsorder, advantages rule, law, regulation or privileges under other legal requirement applicable to Manager or to the property or assets of Manager. (c) There is neither pending nor threatened any investigation, action, suit, or proceeding relating to such property or assetsthat may adversely affect Manager’s ability to meet its obligations under this Agreement in a material way before or by any court or other governmental, regulatory, or self-regulatory authority or other body to which Manager is a party, or to which any asset of Manager is subject. Manager has not received any notice of an investigation relating to matters described in the preceding sentence that may adversely affect Manager’s ability to meet its obligations under this Agreement. (d) There is no actionManager will notify MBSC immediately in the event it receives notice or becomes aware of any information that it may have violated any applicable federal or state law, suitrule or regulation arising out of its activities, proceeding or investigation pending or, which may otherwise affect in any material way its ability to act in accordance with the knowledge of Manager, threatened against Manager which questions the validity terms of this Agreement or the right of Manager to enter into it or to consummate the transactions contemplated herebyAgreement. (e) Manager is an "accredited investor" as defined will comply in Rule 501(aall material respects with all of the terms and provisions, and will notify MBSC immediately of any breach by it, of this Agreement. (f) of Regulation D under Manager represents and warrants that the Securities Act of 1933Preliminary Prospectus and IPO Prospectus, as amended (filed with the "SECURITIES ACT"). Manager has sufficient 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 is capable of bearing the economic risks of such investment. Manager is acquiring the Warrant for investment for its own accountSEC, and any marketing materials provided to MBSC by the Manager for use in providing the Services are true and correct and do not with a view tomake any misstatements of material fact, or for sale in connection withfail to make any statements of material fact, any distribution thereofthat would make the Preliminary Prospectus and IPO Prospectus and other marketing materials provided by the Manager, misleading or untrue. Manager understands The representations and acknowledges that warranties of this Section 6 shall be continuing during the Warrant has not been registered under the Securities Act, or the securities laws term of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act this Agreement and any applicable securities laws of renewals hereof, and Manager shall promptly notify MBSC if at any state time any such representation or foreign jurisdiction. Neither Manager nor warranty shall become inaccurate for any Person acting on its behalf will take any action that would cause the loss of any exemption from registration or qualification of the Warrant under the Securities Act or under all applicable state securities laws. Manager understands and acknowledges that a legend will be placed on the Warrant in substantially the following form: THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT UPON DELIVERY TO SUNRISE TELEVISION CORP. (THE "ISSUER") OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERreason.

REPRESENTATIONS AND WARRANTIES BY MANAGER. Manager makes the following representations covenants, represents and warranties to the Ownerswarrants as follows: (a) Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Manager has the requisite New York, with full power and authority to execute execute, deliver and deliver perform its obligations under this Agreement Agreement; and is duly registered or licensed under all of applicable laws, except where the other agreements and instruments failure to be executed and delivered by Manager pursuant hereto licensed or registered will not have a material adverse effect on its ability to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereofconduct its business. (b) The executionManager agrees to comply with all applicable laws, delivery governmental rules and performance of regulations relating to the activities contemplated by this Agreement has been duly authorized and approved by all necessary action of Manager and do not require any further authorization or consent of Manager. This Agreement is a legal, valid and binding agreement of Manager enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equityAgreement. (c) Neither The performance of the execution and delivery obligations under this Agreement by Manager of this Agreement nor the consummation by Manager of any of the transactions contemplated hereby or thereby nor compliance by Manager with or fulfillment by Manager of the terms, conditions and provisions hereof or thereof will conflict with the Certificate of Incorporation or Bylaws of Manager or any Applicable Laws to which Manager is subject or require the approval, consent, authorization or act of, or the making by Manager of any declaration, filing or registration with, any third party or any Governmental Authority or violate, not conflict with, result in any breach violate the terms of, or constitute a default under (or an event which, with notice or lapse of time, or both, would become a defaulti) under, give any Person Manager's organizational documents; (including Managerii) any right of termination other agreement or cancellation, any right to assert any remedy with respect to, or the right to cause the acceleration of the maturity of, any contract or agreement instrument to which Manager is a party or by which its property Manager is bound or cause to which any of the loss of any rights, advantages or privileges under or relating to such property or assetsassets of Manager is subject; or (iii) any order, rule, law, regulation or other legal requirement applicable to Manager or to the property or assets of Manager. (d) There is no neither pending nor threatened any investigation, action, suit, or proceeding relating to or investigation pending or, that may adversely affect Manager's ability to the knowledge of Manager, threatened against Manager which questions the validity of meet its obligations under this Agreement in a material way before or the right by any court or other governmental, regulatory, or self-regulatory authority or other body to which Manager is a party, or to which any asset of Manager is subject. Manager has not received any notice of an investigation relating to enter into it or matters described in the preceding sentence that may adversely affect Manager's ability to consummate the transactions contemplated herebymeet its obligations under this Agreement. (e) Manager is an "accredited investor" as defined will notify MBSC immediately in Rule 501(athe event it receives notice or becomes aware of any information that it may have violated any applicable federal or state law, rule or regulation arising out of its activities, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. (f) Manager will comply in all material respects with all of Regulation D under the Securities Act terms and provisions, and will notify MBSC immediately of 1933any breach by it, of this Agreement. (g) Manager represents and warrants that the Preliminary Prospectus and IPO Prospectus, as amended (filed with the "SECURITIES ACT"). Manager has sufficient 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 is capable of bearing the economic risks of such investment. Manager is acquiring the Warrant for investment for its own accountSEC, and any marketing materials provided to MBSC by Manager for use in providing the Services are true and correct and do not with a view tomake any misstatements of material fact, or for sale in connection withfail to make any statements of material fact, any distribution thereofthat would make the Preliminary Prospectus and IPO Prospectus and other marketing materials provided by the Manager, misleading or untrue. Manager understands The covenants, representations and acknowledges that warranties of this Section 6 shall be continuing during the Warrant has not been registered under the Securities Act, or the securities laws term of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act this Agreement and any applicable securities laws of renewals hereof, and Manager shall promptly notify MBSC if at any state time any such representation or foreign jurisdiction. Neither Manager nor warranty shall become inaccurate for any Person acting on its behalf will take any action that would cause the loss of any exemption from registration or qualification of the Warrant under the Securities Act or under all applicable state securities laws. Manager understands and acknowledges that a legend will be placed on the Warrant in substantially the following form: THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT UPON DELIVERY TO SUNRISE TELEVISION CORP. (THE "ISSUER") OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERreason.

REPRESENTATIONS AND WARRANTIES BY MANAGER. Manager makes the following representations and warranties to the Owners: (a) Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Manager has the requisite power and authority to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Manager pursuant hereto to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement has been duly authorized and approved by all necessary action of Manager and do not require any further authorization or consent of Manager. This Agreement is a legal, valid and binding agreement of Manager enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equity. (c) Neither the execution and delivery by Manager of this Agreement nor the consummation by Manager of any of the transactions contemplated hereby or thereby nor compliance by Manager with or fulfillment by Manager of the terms, conditions and provisions hereof or thereof will conflict with the Certificate of Incorporation or Bylaws of Manager or any Applicable Laws to which Manager is subject or require the approval, consent, authorization or act of, or the making by Manager of any declaration, filing or registration with, any third party or any Governmental Authority or violate, conflict with, result in any breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would become a default) under, give any Person (including Manager) any right of termination or cancellation, any right to assert any remedy with respect to, or the right to cause the acceleration of the maturity of, any contract or agreement to which Manager is a party or by which its property is bound or cause the loss of any rights, advantages or privileges under or relating to such property or assets. (d) There is no action, suit, proceeding or investigation pending or, to the knowledge of Manager, threatened against Manager which questions the validity of this Agreement or the right of Manager to enter into it or to consummate the transactions contemplated hereby. (e) Manager is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "SECURITIES ACT"). Manager has sufficient 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 is capable of bearing the economic risks of such investment. Manager is acquiring the Warrant for investment for its own account, and not with a view to, or for sale in connection with, any distribution thereof. Manager understands and acknowledges that the Warrant has not been registered under the Securities Act, or the securities laws of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or foreign jurisdiction. Neither Manager nor any Person acting on its behalf will take any action that would cause the loss of any exemption from registration or qualification of the Warrant under the Securities Act or under all applicable state securities laws. Manager understands and acknowledges that a legend will be placed on the Warrant in substantially the following form: THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT UPON DELIVERY TO SUNRISE TELEVISION CORP. (THE "ISSUER") OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

REPRESENTATIONS AND WARRANTIES BY MANAGER. Manager makes the following representations covenants, represents and warranties to the Ownerswarrants as follows: (a) Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Manager has the requisite New York, with full power and authority to execute execute, deliver and deliver perform its obligations under this Agreement Agreement; and is duly registered or licensed under all of applicable laws, except where the other agreements and instruments failure to be executed and delivered by Manager pursuant hereto licensed or registered will not have a material adverse effect on its ability to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereofconduct its business. (b) The executionManager agrees to comply with all applicable laws, delivery governmental rules and performance of regulations relating to the activities contemplated by this Agreement has been duly authorized and approved by all necessary action of Manager and do not require any further authorization or consent of Manager. This Agreement is a legal, valid and binding agreement of Manager enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equityAgreement. (c) Neither The performance of the execution and delivery obligations under this Agreement by Manager of this Agreement nor the consummation by Manager of any of the transactions contemplated hereby or thereby nor compliance by Manager with or fulfillment by Manager of the terms, conditions and provisions hereof or thereof will conflict with the Certificate of Incorporation or Bylaws of Manager or any Applicable Laws to which Manager is subject or require the approval, consent, authorization or act of, or the making by Manager of any declaration, filing or registration with, any third party or any Governmental Authority or violate, not conflict with, result in any breach violate the terms of, or constitute a default under (or an event which, with notice or lapse of time, or both, would become a defaulti) under, give any Person Manager's organizational documents; (including Managerii) any right of termination other agreement or cancellation, any right to assert any remedy with respect to, or the right to cause the acceleration of the maturity of, any contract or agreement instrument to which Manager is a party or by which its property Manager is bound or cause to which any of the loss of any rights, advantages or privileges under or relating to such property or assetsassets of Manager is subject; or (iii) any order, rule, law, regulation or other legal requirement applicable to Manager or to the property or assets of Manager. (d) There is no neither pending nor threatened any investigation, action, suit, or proceeding relating to or investigation pending or, that may adversely affect Manager's ability to the knowledge of Manager, threatened against Manager which questions the validity of meet its obligations under this Agreement in a material way before or the right by any court or other governmental, regulatory, or self-regulatory authority or body to which Manager is a party, or to which any asset of Manager is subject. Manager has not received any notice of an investigation relating to enter into it or matters described in the preceding sentence that may adversely affect Manager's ability to consummate the transactions contemplated herebymeet its obligations under this Agreement. (e) Manager is an "accredited investor" as defined will notify Distributor immediately in Rule 501(athe event it receives notice or becomes aware of any information that it may have violated any applicable federal or state law, rule or regulation arising out of its activities, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement. (f) Manager will comply in all material respects with all of Regulation D under the Securities Act terms and provisions, and will notify Distributor immediately of 1933any breach by it, of this Agreement. (g) Manager represents and warrants that the Preliminary Prospectus and IPO Prospectus, as amended (filed with the "SECURITIES ACT"). Manager has sufficient 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 is capable of bearing the economic risks of such investment. Manager is acquiring the Warrant for investment for its own accountSEC, and any marketing materials provided to Distributor by Manager for use in providing the Services are true and correct and do not with a view tomake any misstatements of material fact, or for sale in connection withfail to make any statements of material fact, any distribution thereofthat would make the Preliminary Prospectus and IPO Prospectus and other marketing materials provided by the Manager, misleading or untrue. Manager understands The covenants, representations and acknowledges that warranties of this Section 6 shall be continuing during the Warrant has not been registered under the Securities Act, or the securities laws term of any state or foreign jurisdiction and, unless so registered, may not be offered, sold, transferred, or otherwise disposed of except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act this Agreement and any applicable securities laws of renewals hereof, and Manager shall promptly notify Distributor if at any state time any such representation or foreign jurisdiction. Neither Manager nor warranty shall become inaccurate for any Person acting on its behalf will take any action that would cause the loss of any exemption from registration or qualification of the Warrant under the Securities Act or under all applicable state securities laws. Manager understands and acknowledges that a legend will be placed on the Warrant in substantially the following form: THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT UPON DELIVERY TO SUNRISE TELEVISION CORP. (THE "ISSUER") OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE ISSUER OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDERreason.