Common use of Representations and Warranties by the Holder Clause in Contracts

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky laws. (c) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to the terms of this Agreement and of protecting the Holder’s interests in connection therewith. (g) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares shares of Designated Preferred Stock issuable upon exercise hereof are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act Act. Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. (cb) The Holder understands that the Warrant and the Warrant Shares shares of Designated Preferred Stock issuable on exercise hereof have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares they must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempted from such registration. The Holder further understands that the shares of Designated Preferred Stock issuable on exercise hereof have not been qualified under the blue sky laws of any jurisdiction by reason of their issuance in a transaction exempt from registrationthe qualification requirements of such blue sky laws, which exemption depends upon, among other things, the bona fide nature of the Holder's investment intent expressed above. (dc) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant shares of Designated Preferred Stock purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s 's interests in connection therewith. The Holder is aware of the Company's business affairs and financial condition, and believes it has sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. (gd) The Holder is an “accredited investor” as defined in Rule 501 able to bear the economic risk of the Securities Act. (h) The Holder understands that it has had purchase of the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences Designated Preferred Stock issuable on exercise of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this AgreementWarrant.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (aA) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. The Holder is an "accredited investor" within the meaning of the Securities Act. (cB) The Holder understands that the this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, thereof and that the Company has no present intention of registering Company's reliance upon such exemption is predicated, in part, upon the Warrant or the Warrant Shares, Holder's representations and warranties set forth in this Agreement. The Holder understands that the this Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt exempted from such registration. The Holder further understands that this Warrant and the Warrant Shares have not been registered under the securities laws of any state. (dC) The Holder agrees acknowledges that it will not offeris acquiring this Warrant without being offered or furnished any offering literature or prospectus. The Holder understands that neither the United States Securities and Exchange Commission, sell nor any governmental agency charged with the administration of the securities laws of any state nor any other governmental agency has passed upon or otherwise dispose reviewed the merits or qualifications of, or recommended or approved the issuance of this Warrant or any the Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated hereinShares. (fD) The Holder understands that, except as provided in Section 10 of this Warrant, the Company is under no obligation to register this Warrant or the Warrant Shares. (E) The Holder is a bona fide resident and its representatives have been solely responsible for the Holder’s own “due diligence” investigation domiciliary (not a temporary or transient resident) of the Company state indicated in the signature page hereto and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder no present intention of becoming a resident of any other state or jurisdiction. (or any of its agents or employeesF) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. The Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant. (gG) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and Warrant agrees not to undertake any short position with respect to the transactions contemplated by underlying common stock while this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementwarrant remains outstanding.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (aA) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. The Holder is an "accredited investor" within the meaning of the Securities Act. (cB) The Holder understands that the this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, thereof and that the Company has no present intention of registering Company's reliance upon such exemption is predicated, in part, upon the Warrant or the Warrant Shares, Holder's representations and warranties set forth in this Agreement. The Holder understands that the this Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt exempted from such registration. The Holder further understands that this Warrant and the Warrant Shares have not been registered under the securities laws of any state. (dC) The Holder agrees acknowledges that it will not offeris acquiring this Warrant without being offered or furnished any offering literature or prospectus. The Holder understands that neither the United States Securities and Exchange Commission, sell nor any governmental agency charged with the administration of the securities laws of any state nor any other governmental agency has passed upon or otherwise dispose reviewed the merits or qualifications of, or recommended or approved the issuance of this Warrant or any the Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated hereinShares. (fD) The Holder understands that, except as provided in Section 10 of this Warrant, the Company is under no obligation to register this Warrant or the Warrant Shares. (E) The Holder is a bona fide resident and its representatives have been solely responsible for the Holder’s own “due diligence” investigation domiciliary (not a temporary or transient resident) of the Company state indicated in the signature page hereto and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder no present intention of becoming a resident of any other state or jurisdiction. (or any of its agents or employeesF) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (g) . The Holder is an “accredited investor” as defined in Rule 501 able to bear the economic risk of the Securities Act. (h) The Holder understands that it has had purchase of the opportunity Warrant Shares pursuant to review with its own tax advisors the federal, state, local and foreign tax consequences terms of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this AgreementWarrant.

Representations and Warranties by the Holder. a) The Holder hereby Holder, by the acceptance hereof, represents and warrants to the Company as follows: (a) The Holder has full legal capacitythat it is acquiring this Warrant and, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holderupon any exercise hereof, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and will acquire the Warrant Shares are being acquired for the Holder’s own accountADSs issuable upon such exercise, for investment its own account and not with a view to, to or for resale in connection with, any distribution distributing or public offering thereof within the meaning of the Securities Act reselling such Warrant ADSs or any state Blue Sky laws. (c) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance part thereof in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any applicable state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped , except pursuant to sales registered or imprinted with legends in substantially exempted under the following form: (e) During Securities Act; provided, however, that the negotiation Investor reserves the right to dispose of the transactions contemplated herein, the Holder Purchase Agreement Securities at any time in accordance with federal and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company state securities laws and the Company’s management applicable securities laws of any jurisdiction relevant to such disposition and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative subject to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to compliance with the terms of this Agreement Agreement. b) The Holder, by acceptance hereof, further represents and warrants to the Company that: c) it is acquiring the Warrant, and upon any exercise hereof, will acquire the Warrant ADSs issuable upon any exercise thereof in compliance with the Foreign Acquisitions and Takeovers Act 1975 (Cth) and Foreign Acquisitions and Takeovers Regulation 2015 (Cth) and will not be required to give notice to the Treasurer of protecting the Commonwealth of Australia under such laws and regulations; and d) it is a “sophisticated investor” or a “professional investor” pursuant to section 708(8) or section 708(11) of the Corporations Act respectively, otherwise exempted from the disclosure requirements under Chapter 6D of the Corporations Act or is a person outside Australia to whom an offer of securities can be made in accordance with the applicable laws of the jurisdiction in which the Holder is situated or subject to without a prospectus disclosure; e) it is not a “related party” (as that term is not defined in the Corporations Act); f) it acknowledges that the Company is issuing the Warrant and Warrant ADSs for the purpose of raising capital for the Company and not for the purpose of the Holder selling or transferring such Warrant, or selling or transferring, granting, issuing or transferring interests in, or options or warrants over the Warrant ADSs. Rather, it is the Company’s preference that the Holder acquires the such Warrant and/or Warrant ADSs and remain medium to long term holders of such Securities; and g) its present intention is to be a holder of the Warrant and Warrant ADSs for a minimum period of at least 12 months after the issuance of those securities. This confirmation is understood to be a statement by the Holder of its present intention only and not an undertaking not to sell, particularly where the Holder’s interests in connection therewithinvestment objectives or market conditions change. (g) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The that the Holder is purchasing the LRO's for the holder's own account and has full legal capacity, the power and authority to execute and deliver enter into this Agreement and that the Holder has taken all action necessary to perform authorize its execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement is The Holder further represents and warrants that it has received a valid and binding obligation copy of the HolderOffering Circular with respect to the LRO's, enforceable which includes a discussion of the risks associated with an investment in the LRO's under the heading "Risk Factors" of the Offering Circular. The Holder acknowledges that the purchase of the LRO's involves various risks, including the risks outlined in the Offering Circular, and the Holder represents that it is able to bear any loss associated with an investment in the LRO's. The Holder represents and warrants to the Company that the Holder meets any applicable residency or minimum financial suitability requirements applicable to the Offering, as outlined in the Offering Circular, and has abided by any maximum investment limits applicable to the Offering, as set forth in the Offering Circular. The Holder acknowledges the Company's recommendation that it consult with its own attorneys, accountants and other processional advisors as to the legal, tax, accounting and other consequences of an investment in the LRO's. The Holder acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the LRO's for purposes of determining the holder's authority to invest in the LRO's. The Holder further represents and warrants to the Company that the Holder acknowledges that the LRO's will not be listed on any securities exchange, that there will be no trading platform for the LRO's, that any trading of LRO's must be conducted in accordance with its terms, except as limited by bankruptcy, insolvency or other federal and applicable state securities laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky laws. (c) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear should be prepared to hold the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registrationLRO's through maturity. (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to the terms of this Agreement and of protecting the Holder’s interests in connection therewith. (g) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The By acceptance of this Note, the Holder hereby represents and warrants to the Company as of the time of issuance of this Note as follows: (a) The Holder has full legal capacityThis Note and any Conversion Equity issued upon the conversion hereof (collectively, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b“Securities”) The Warrant and the Warrant Shares are being will be acquired for the Holder’s own account, account for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any applicable state Blue Sky securities laws.; (cb) The Holder understands that the Warrant and the Warrant Shares Securities have not been registered under the Securities Act or applicable state securities laws by reason of their issuance in a transaction exempt an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereofsuch laws, that the Company has no present intention of registering the Warrant or the Warrant SharesSecurities, that there is presently no public market for the Warrant Securities and no public market for the Warrant Shares must be held by the Holder indefinitely, Securities may ever develop and that the Holder must therefor bear the economic risk of Securities may not be transferred unless such investment indefinitely, unless a subsequent disposition thereof transfer is registered under the Securities Act or is exempt from registration.; (c) The Holder (i) is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act, (ii) has the ability to bear the economic risks of the Holder’s investment in the Securities and (iii) has not been offered the Securities by any form of general solicitation or advertising; (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge knowledge, skill and experience in business, financial and business investment matters so that the Holder is capable of evaluating the merits and risks of an investment in the purchase Securities. To the extent necessary, the Holder has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Note and owning the Securities. The Holder has had an opportunity to ask questions and receive answers from Company regarding the terms and conditions of the Warrant pursuant to the terms offering and sale of this Agreement Note and of protecting the Holder’s interests in connection therewith.Convertible Notes and believes it has received all the information it considers necessary or appropriate for deciding whether to purchase this Note; (g) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (he) The Holder understands that it has had any certificate evidencing the opportunity Securities shall bear the legends required under applicable federal and state securities laws as well as under any Qualified Financing Agreement, if applicable; (f) The Holder is aware that the Securities are being offered and sold in reliance on exemptions from registration under the Securities Act of 1933, as amended, and applicable exemptions under state securities laws, and that the Company is now, and in the future will be, relying on the matters acknowledged, certified and confirmed in this Note; and (g) Holder represents that neither the Holder, nor any person or entity with whom Holder shares beneficial ownership of Company securities, is subject to review with its own tax advisors any of the federal“Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act, state, local and foreign tax consequences of this investment and as set forth in the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Purchase Agreement.

Representations and Warranties by the Holder. The Holder hereby holder of this Warrant (“Holder”) represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares Stock issuable upon exercise thereof are being acquired for the Holder’s its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. (cb) The Holder understands that the Warrant and the Warrant Shares Stock have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares they must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempted from such registration. The Holder further understands that the Warrant Stock have not been qualified under the California Securities Law of 1968 (the “California Law”) by reason of their issuance in a transaction exempt from registrationthe qualification requirements of the California Law pursuant to Section 25102(f) thereof, which exemption depends upon, among other things, the bona fide nature of the holder of this Warrant’s investment intent expressed above. (dc) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Stock purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (gd) The Holder is able to bear the economic risk of the purchase of the Warrant Stock pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) that the Holder is purchasing the LROs for the Holder’s own account. The Holder represents and warrants to the Company that, based on its overall investment objectives, portfolio structure and financial situation, it can bear the economic risk of an investment in the LROs. The Holder further represents and warrants to the Company that (as of the date of this LRO Agreement and as of the date it has full legal capacitycommitted to purchase the LROs) it has received a copy of the Offering Circular with respect to the offering of the LROs, which includes information regarding the background and qualifications of the Company and the tax consequences of purchasing the LROs, and a discussion of the risks associated with an investment in the LROs (under the heading “Risk Factors” of, and elsewhere in, the Offering Circular). The Holder acknowledges that the purchase of the LROs involves various risks, including, but not limited to, the risk that Holder may lose its entire investment and the other risks outlined in the Offering Circular, and the Holder represents and warrants to the Company that it is able to bear any loss associated with an investment in the LROs. The Holder represents and warrants to the Company that the Holder meets any applicable residency or minimum financial suitability requirements applicable to the Offering, as outlined in the Offering Circular, and has abided by any maximum investment limits applicable to the Offering, as set forth in the Offering Circular (collectively, the “Offering Limits”). The Holder agrees to provide any additional documentation reasonably requested by the Company (or its agents), or as may be required by the Securities and Exchange Commission or the securities administrator of any state, to confirm that it meets and has satisfied such Offering Limits. The Holder acknowledges the Company’s recommendation that it consult with its own attorneys, accountants and other processional advisors as to the legal, tax, accounting and other consequences of an investment in the LROs. The Holder acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the LROs for purposes of determining the Holder’s authority to invest in the LROs. The Holder further represents and warrants to the Company that the Holder acknowledges that the LROs will not be listed on any securities exchange, that there will be no trading platform or secondary market for the LROs, that any trading of LROs must be conducted in accordance with federal and applicable state securities laws and that the Holder should be prepared to hold the LROs through maturity. The Holder further warrants and represents to the Company, as of the date of this Agreement and as of any date that it committs to purchase the LROs, that (i) it has the power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Holder; and (iii) in connection with this Agreement it has complied in all material respects with applicable federal, state and local laws. In addition, if the Holder entering this Agreement is a corporation, partnership, limited liability company or other entity (each, an “institution”), the institution warrants and represents that (x) the individual executing this Agreement on behalf of the institution has all necessary power and authority to execute and deliver perform this Agreement on the institution’s behalf; (y) the execution and to perform its obligations hereunder. This performance of this Agreement is a valid and binding obligation will not violate any provision in the institution’s charter documents, by-laws, indenture of the Holdertrust or partnership agreement, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws constituent agreement or instrument governing the institution’s formation or administration; and (z) the execution and performance of general application relating to this Agreement will not constitute or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with result in a view tobreach or default under, or for resale in connection conflict with, any distribution order, ruling or public offering thereof within the meaning regulation of the Securities Act any court or other tribunal or of any governmental commission or agency, or any state Blue Sky lawsagreement or other undertaking to which the institution is a party or by which it is bound. (c) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to the terms of this Agreement and of protecting the Holder’s interests in connection therewith. (g) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (aA) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. The Holder is an "accredited investor" within the meaning of the Securities Act. (cB) The Holder understands that the this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, thereof and that the Company has no present intention of registering Company's reliance upon such exemption is predicated, in part, upon the Warrant or the Warrant Shares, Holder's representations and warranties set forth in this Agreement. The Holder understands that the this Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt exempted from such registration. The Holder further understands that this Warrant and the Warrant Shares have not been registered under the securities laws of any state. (dC) The Holder agrees acknowledges that it will not offeris acquiring this Warrant without being offered or furnished any offering literature or prospectus. The Holder understands that neither the United States Securities and Exchange Commission, sell nor any governmental agency charged with the administration of the securities laws of any state nor any other governmental agency has passed upon or otherwise dispose reviewed the merits or qualifications of, or recommended or approved the issuance of this Warrant or any the Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated hereinShares. (fD) The Holder understands that, except as provided in Section 10 of this Warrant, the Company is under no obligation to register this Warrant or the Warrant Shares. (E) The Holder is a bona fide resident and its representatives have been solely responsible for the Holder’s own “due diligence” investigation domiciliary (not a temporary or transient resident) of the Company state indicated in the signature page hereto and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder no present intention of becoming a resident of any other state or jurisdiction. (or any of its agents or employeesF) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. The Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant. (gG) The Holder is an “accredited investor” as defined in Rule 501 does not currently have and will not undertake during the term of this Warrant any short position with respect to shares of Common Stock of the Securities ActCompany. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "ACT"), except as contemplated hereby. Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward public distribution or any state Blue Sky lawsresale, except as contemplated hereby. (cb) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Act in reliance upon a specific exemption, which exemption depends upon, among other things, the bona fide nature of its investment as expressed in the Warrant Purchase Agreement dated as of the date hereof (the "Agreement"). In this connection, the Holder understands that, in the view of the Securities and Exchange Commission ("SEC"), the statutory basis for such exemption may be unavailable if its representation was predicated solely upon a present intention to hold the Warrant or the Shares for a period of one year or any other fixed period in the future. The Holder further understands that the Warrant and/or the Shares must be held indefinitely and are not fully transferable unless subsequently registered under the Act or unless an exemption from registration is otherwise available. The Holder further understands that the Shares have not been qualified under the California Securities Law of 1968 (the "CALIFORNIA LAW") by reason of their issuance in a transaction exempt from the registration and prospectus delivery qualification requirements of the Securities Act California Law pursuant to Section 4(225102(f) thereof, that which exemption depends upon, among other things, the Company has no present intention bona fide nature of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear the economic risk of such Holder's investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registrationintent expressed above. (dc) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (gd) The Holder is an “accredited investor” as defined in Rule 501 able to bear the economic risk of the Securities Act. (h) The Holder understands that it has had purchase of the opportunity Shares pursuant to review with its own tax advisors the federal, state, local and foreign tax consequences terms of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this AgreementWarrant.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacityWarrant, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky lawsthe laws of the State of California. (cb) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (dc) The Holder further understands that the sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful unless an exemption from such qualification is available. The rights of all parties to this Agreement are expressly conditioned upon such qualification being obtained, or such exemption being available. The Holder further agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form:: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. THESE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN THIS WARRANT. SUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES. (ed) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s 's officers, employees, agents, accountants and representatives concerning the Company’s 's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (fe) The Holder and its representatives have been solely responsible for the Holder’s 's own “"due diligence” " investigation of the Company and the Company’s 's management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to the terms of this Agreement and of protecting the Holder’s 's interests in connection therewith. (gf) The Holder is an “"accredited investor” " as defined in Rule 501 of pursuant to the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act Act. Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment arid not with a view toward distribution or any state Blue Sky lawsresale. (cb) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares they must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempted from such registration. The Holder further understands that the Warrant and the Warrant Shares have not been qualified under any state’s blue sky laws by reason of their issuance in a transaction exempt from registrationthe qualification requirements of applicable blue sky laws, which exemptions depend upon, among other things, the bona fide nature of the Holder’s investment intent expressed above. (dc) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (gd) The Holder is able to bear the economic risk of the purchase of the Warrant and the Warrant Shares pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as defined in within the meaning of Rule 501 of or Regulation D promulgated under the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky laws. (c) a. The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act Act, or another comparable law, by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of under the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is the Warrant Shares have been registered for resale under the Securities Act or such resale is exempt exempted from such registration. (d) . The Holder agrees that it will not offer, sell or otherwise dispose is aware of this Warrant or any Warrant Shares to be issued upon exercise hereof except the provisions of Rule 144 promulgated under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all its requirements for the resale of the Warrant Shares issued upon exercise which permits limited resale of this Warrant shall be stamped or imprinted with legends shares purchased in substantially a private placement subject to the following form: (e) During the negotiation satisfaction of the transactions contemplated hereincertain conditions, including, among other things, the Holder and its representatives and legal counsel have been afforded full and free access to corporate booksexistence of a public market for the shares, financial statements, records, contracts, documents, and other the availability of certain current public information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s officers, employees, agents, accountants transaction” or in transactions directly with a “market maker” and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks number of the prospective investments contemplated hereinshares being sold during any three-month period not exceeding specified limitations. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. b. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of the this Warrant and Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (g) . The Holder is an “accredited investor” as defined in Rule 501 able to bear the economic risk of the Securities Actpurchase of the Warrant Shares pursuant to the terms of this Warrant including an entire loss of the value of such investment. (h) c. The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment Warrant and the transactions contemplated Warrant Shares have not been registered under the Securities Act, in part, by this Agreement. It understands that it (reason of a specific exemption from the registration provisions of the Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and not the Company) shall be responsible for its own tax liability that may arise accuracy of the Holder’s representations as a result of this investment or the transactions contemplated by this Agreementexpressed herein.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended, (the "Securities Act") or any state Blue Sky laws. (cb) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (dc) The Holder further understands that the sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful unless an exemption from such qualification is available. The rights of all parties to this Agreement are expressly conditioned upon such qualification being obtained or such exemption being available. The Holder further agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form:: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH OFFER, SALE OR TRANSFER OR (II) THERE IS AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT EXEMPTIONS FROM THE REGISTRATION, QUALIFICATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS FOR SUCH OFFER, SALE OR TRANSFER ARE AVAILABLE. (ed) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s 's officers, employees, agents, accountants and representatives concerning the Company’s 's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (fe) The Holder and its representatives have been solely responsible for the Holder’s 's own “"due diligence” " investigation of the Company and the Company’s 's management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to the terms of this Agreement and of protecting the Holder’s 's interests in connection therewith. (gf) The Holder is an “"accredited investor” " as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky laws. (c) a. The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act Act, or another comparable law, by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of under the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is the Warrant Shares have been registered for resale under the Securities Act or such resale is exempt exempted from such registration. (d) . The Holder agrees that it will not offer, sell or otherwise dispose is aware of this Warrant or any Warrant Shares to be issued upon exercise hereof except the provisions of Rule 144 promulgated under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all its requirements for the resale of the Warrant Shares issued upon exercise which permits limited resale of this Warrant shall be stamped or imprinted with legends shares purchased in substantially a private placement subject to the following form: (e) During the negotiation satisfaction of the transactions contemplated hereincertain conditions, including, among other things, the Holder and its representatives and legal counsel have been afforded full and free access to corporate booksexistence of a public market for the shares, financial statements, records, contracts, documents, and other the availability of certain current public information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of about the Company’s officers, employeesthe resale occurring not less than one year after a party has purchased and paid for the security to be sold, agents, accountants the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks number of the prospective investments contemplated hereinshares being sold during any three-month period not exceeding specified limitations. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. b. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of the this Warrant and Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (g) . The Holder is an “accredited investor” as defined in Rule 501 able to bear the economic risk of the Securities Actpurchase of the Warrant Shares pursuant to the terms of this Warrant including an entire loss of the value of such investment. (h) c. The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment Warrant and the transactions contemplated Warrant Shares have not been registered under the Securities Act, in part, by this Agreement. It understands that it (reason of a specific exemption from the registration provisions of the Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and not the Company) shall be responsible for its own tax liability that may arise accuracy of the Holder's representations as a result of this investment or the transactions contemplated by this Agreementexpressed herein.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (aA) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. The Holder is an "accredited investor" within the meaning of the Securities Act. (cB) The Holder understands that the this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, thereof and that the Company has no present intention of registering Company's reliance upon such exemption is predicated, in part, upon the Warrant or Holder's representations and warranties set forth in this Agreement. The Holder understands that this Warrant, and the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt exempted from such registration. The Holder further understands that this Warrant and the Warrant Shares have not been registered under the securities laws of any state. (dC) The Holder agrees acknowledges that it will not offeris acquiring this Warrant without being offered or furnished any offering literature or prospectus concerning the Company's future plans or business. The Holder understands that neither the United States Securities and Exchange Commission, sell nor any governmental agency charged with the administration of the securities laws of any state nor any other governmental agency has passed upon or otherwise dispose of reviewed the merits or qualifications of, or recommended or approved the issuance of, this Warrant or any the Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated hereinShares. (fD) The Holder understands that, except as provided in Section 10 of this Warrant, the Company is under no obligation to register this Warrant or the Warrant Shares. (E) The Holder is a bona fide resident and its representatives have been solely responsible for the Holder’s own “due diligence” investigation domiciliary (not a temporary or transient resident) of the Company state indicated in the signature page hereto and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder no present intention of becoming a resident of any other state or jurisdiction. (or any of its agents or employeesF) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. The Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant. (gG) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and Warrant agrees not to undertake any short position with respect to the transactions contemplated by underlying common stock while this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementwarrant remains outstanding.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s 's own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky lawsthe laws of the State of California. (cb) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. The Company has committed to register the Warrant Shares pursuant to a separate agreement. (c) The Holder further understands that the sale of the securities which are the subject of this Agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification is unlawful unless an exemption from such qualification is available. The rights of all parties to this Agreement are expressly conditioned upon such qualification being obtained, or such exemption being available. (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s 's officers, employees, agents, accountants and representatives concerning the Company’s 's business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (fe) The Holder and its representatives have been solely responsible for the Holder’s 's own “"due diligence” " investigation of the Company and the Company’s 's management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to the terms of this Agreement and of protecting the Holder’s 's interests in connection therewith. (gf) The Original Holder is an “"accredited investor” " as defined in Rule 501 of pursuant to the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) that the Holder is purchasing the LROs for the Holder’s own account. The Holder represents and warrants to the Company that, based on its overall investment objectives, portfolio structure and financial situation, it can bear the economic risk of an investment in the LROs. The Holder further represents and warrants to the Company that (as of the date of this LRO Agreement and as of the date it has full legal capacitycommitted to purchase the LROs) it has received a copy of the Offering Circular with respect to the offering of the LROs, which includes information regarding the background and qualifications of the Company and the tax consequences of purchasing the LROs, and a discussion of the risks associated with an investment in the LROs (under the heading “Risk Factors” of, and elsewhere in, the Offering Circular). The Holder acknowledges that the purchase of the LROs involves various risks, including, but not limited to, the risk that Holder may lose its entire investment and the other risks outlined in the Offering Circular, and the Holder represents and warrants to the Company that it is able to bear any loss associated with an investment in the LROs. The Holder represents and warrants to the Company that the Holder meets any applicable residency or minimum financial suitability requirements applicable to the Offering, as outlined in the Offering Circular, and has abided by any maximum investment limits applicable to the Offering, as set forth in the Offering Circular (collectively, the “Offering Limits”). The Holder agrees to provide any additional documentation reasonably requested by the Company (or its agents), or as may be required by the Securities and Exchange Commission or the securities administrator of any state, to confirm that it meets and has satisfied such Offering Limits. The Holder acknowledges the Company’s recommendation that it consult with its own attorneys, accountants and other processional advisors as to the legal, tax, accounting and other consequences of an investment in the LROs. The Holder acknowledges that neither the Company nor any of its affiliates has made any representation regarding the proper characterization of the LROs for purposes of determining the Holder’s authority to invest in the LROs. The Holder further represents and warrants to the Company that the Holder acknowledges that the LROs will not be listed on any securities exchange, that there will be no trading platform or secondary market for the LROs, that any trading of LROs must be conducted in accordance with federal and applicable state securities laws and that the Holder should be prepared to hold the LROs through maturity. The Holder further warrants and represents to the Company, as of the date of this Agreement and as of any date that it commits to purchase the LROs, that (i) it has the power to enter into and perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by the Holder; and (iii) in connection with this Agreement it has complied in all material respects with applicable federal, state and local laws. In addition, if the Holder entering this Agreement is a corporation, partnership, limited liability company or other entity (each, an “institution”), the institution warrants and represents that (x) the individual executing this Agreement on behalf of the institution has all necessary power and authority to execute and deliver perform this Agreement on the institution’s behalf; (y) the execution and to perform its obligations hereunder. This performance of this Agreement is a valid and binding obligation will not violate any provision in the institution’s charter documents, by-laws, indenture of the Holdertrust or partnership agreement, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws constituent agreement or instrument governing the institution’s formation or administration; and (z) the execution and performance of general application relating to this Agreement will not constitute or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with result in a view tobreach or default under, or for resale in connection conflict with, any distribution order, ruling or public offering thereof within the meaning regulation of the Securities Act any court or other tribunal or of any governmental commission or agency, or any state Blue Sky lawsagreement or other undertaking to which the institution is a party or by which it is bound. (c) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration. (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the purchase of the Warrant pursuant to the terms of this Agreement and of protecting the Holder’s interests in connection therewith. (g) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act Act. Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. (cb) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares they must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempted from such registration. The Holder further understands that the Warrant and the Warrant Shares have not been qualified under any state’s blue sky laws by reason of their issuance in a transaction exempt from registrationthe qualification requirements of applicable blue sky laws, which exemptions depend upon, among other things, the bona fide nature of the Holder’s investment intent expressed above. (dc) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (gd) The Holder is able to bear the economic risk of the purchase of the Warrant and the Warrant Shares pursuant to the terms of this Warrant. (e) The Holder is an “accredited investor” as defined in within the meaning of Rule 501 of or Regulation D promulgated under the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby holder of this Warrant represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares issuable upon exercise thereof are being acquired for the Holder’s its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky lawsof 1933, as amended (the “Act”). (cb) The Holder holder of this Warrant understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(24(a)(2) thereof, and that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares they must be held by the Holder holder indefinitely, and that the Holder holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt exempted from such registration. (dc) The Holder agrees that it will not offer, sell or otherwise dispose holder of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (gd) The Holder holder of this Warrant is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The holder of this Warrant further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the holder of this Warrant or to which such holder has access. (e) The holder of this Warrant is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. (f) The holder of this Warrant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement Warrant is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. The Holder is an “accredited investor” within the meaning of the Securities Act. (cb) The Holder understands that the this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, thereof and that the Company has no present intention of registering Company’s reliance upon such exemption is predicated, in part, upon the Warrant or the Warrant Shares, Holder’s representations and warranties set forth in this Agreement. The Holder understands that the this Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt exempted from such registration. The Holder further understands that this Warrant and the Warrant Shares have not been registered under the securities laws of any state. (c) The Holder acknowledges that it is acquiring this Warrant without being offered or furnished any offering literature or prospectus. The Holder understands that neither the United States Securities and Exchange Commission, nor any governmental agency charged with the administration of the securities laws of any state nor any other governmental agency has passed upon or reviewed the merits or qualifications of, or recommended or approved the issuance of this Warrant or the Warrant Shares. (d) The Holder agrees that it will not offerunderstands that, sell or otherwise dispose except as provided in Section 10 of this Warrant, the Company is under no obligation to register this Warrant or any the Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form:Shares. (e) During the negotiation The Holder is a bona fide resident and domiciliary (not a temporary or transient resident) of the transactions contemplated herein, state indicated in the signature page hereto and the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and has no present intention of becoming a resident of any other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary state or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated hereinjurisdiction. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. The Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant. (g) The Holder is an “accredited investor” as defined in Rule 501 does not currently have and will not undertake during the term of this Warrant any short position with respect to shares of Common Stock of the Securities ActCompany. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties by the Holder. The By acceptance of this Note, the Holder hereby represents and warrants to the Company as of the time of issuance of this Note as follows: (a) The Holder has full legal capacityThis Note and any Conversion Equity issued upon the conversion hereof (collectively, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b“Securities”) The Warrant and the Warrant Shares are being will be acquired for the Holder’s own account, account for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any of 1933, as amended (the “Securities Act”)or applicable state Blue Sky securities laws.; (cb) The Holder understands that the Warrant and the Warrant Shares Securities have not been registered under the Securities Act or applicable state securities laws by reason of their issuance in a transaction exempt an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereofsuch laws, that the Company has no present intention of registering the Warrant or the Warrant SharesSecurities, that there is presently no public market for the Warrant Securities and no public market for the Warrant Shares must be held by the Holder indefinitely, Securities may ever develop and that the Holder must therefor bear the economic risk of Securities may not be transferred unless such investment indefinitely, unless a subsequent disposition thereof transfer is registered under the Securities Act or is exempt from registration.; (c) The Holder (i) is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act, (ii) has the ability to bear the economic risks of the Holder’s investment in the Securities and (iii) has not been offered the Securities by any form of general solicitation or advertising; (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge knowledge, skill and experience in business, financial and business investment matters so that the Holder is capable of evaluating the merits and risks of an investment in the purchase Securities. Holder has a pre-existing relationship with Borrower and/or several of its executive officers going back several or more years. To the extent necessary, the Holder has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Note and owning the Securities. The Holder has had an opportunity to ask questions and receive answers from Company regarding the terms and conditions of the Warrant pursuant to the terms offering and sale of this Agreement Note and of protecting the Holder’s interests in connection therewith.Convertible Notes and believes it has received all the information it considers necessary or appropriate for deciding whether to purchase this Note; (g) The Holder is an “accredited investor” as defined in Rule 501 of the Securities Act. (he) The Holder understands that it has had any certificate evidencing the opportunity Securities shall bear the legends required under applicable federal and state securities; (f) The Holder is aware that the Securities are being offered and sold in reliance on exemptions from registration under the Securities Act of 1933, as amended, and applicable exemptions under state securities laws, and that the Company is now, and in the future will be, relying on the matters acknowledged, certified and confirmed in this Note; and (g) Holder represents that neither the Holder, nor any person or entity with whom Holder shares beneficial ownership of Company securities, is subject to review with its own tax advisors any of the federal“Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act, state, local and foreign tax consequences of this investment and as set forth in the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Loan Agreement.

Representations and Warranties by the Holder. The Holder hereby represents and warrants to the Company as followsfollows as of the date hereof: (a) 11.1 The execution and delivery of this Warrant Agreement has been duly and properly authorized by all requisite corporate action of the Holder, and no consent of any other Person is required as a prerequisite to the validity and enforceability of this Warrant Agreement that has not been obtained. The Holder has the full legal capacityright, power and authority to execute and deliver this Warrant Agreement and to perform its obligations hereunder. 11.2 The Holder is not a party to or otherwise subject to any contract or agreement that restricts or otherwise affects its right to execute and deliver this Warrant Agreement or to perform its obligations hereunder, except where all necessary consents or waivers have been obtained. This Neither the execution, delivery nor performance of this Warrant Agreement is will conflict with, result in a valid and binding obligation breach of the Holder, enforceable in accordance with its terms, except as limited by bankruptcyconditions or provisions of, insolvency constitute a default under, result in any violation of, result in the creation of any lien upon any properties of the Holder under, require any consent, approval or other laws of general application relating action by or notice to or affecting filing with any court or governmental body pursuant to, the enforcement Holder’s organizational documents, any award of creditors’ rights generally and general principles of equityany arbitrator or any agreement, instrument or law to which the Holder is subject or by which it is bound, other than such consent, approval or action which has been obtained prior to the date hereof. (b) 11.3 The Warrant Warrants and the Warrant Shares issuable upon exercise thereof are being acquired for the Holder’s its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or any state Blue Sky lawsAct. (c) 11.4 The Holder understands that the Warrant Warrants and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(24(a)(2) thereof, that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares must be held by the Holder indefinitely, and that the Holder must therefor bear bears the economic risk of such investment indefinitelyinvestment, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from or not subject to such registration. (d) The Holder agrees that it will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. 11.5 The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase acquisition of the Warrant Warrants and the Shares purchasable pursuant to the terms of this Agreement and of protecting the Holder’s interests in connection therewithWarrant Agreement. (g) 11.6 The Holder is an “accredited investor” as defined in Rule 501 able to bear the economic risk of the Securities Actpurchase of the Shares. (h) The 11.7 Except for the representations and warranties made by the Holder understands that it has had in this Section 11, neither the opportunity Holder nor any other Person makes any express or implied representation or warranty to review the Company with respect to the Holder or any of its own tax advisors the federalsubsidiaries or their respective businesses, stateoperations, local and foreign tax consequences of this investment assets, liabilities, employees, employee benefit plans, conditions or prospects, and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment Holder hereby disclaims any such other representations or the transactions contemplated by this Agreement.warranties

Representations and Warranties by the Holder. The Holder hereby holder of this Warrant represents and warrants to the Company as follows: (a) The Holder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement is a valid and binding obligation of the Holder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. (b) The Warrant and the Warrant Shares issuable upon exercise thereof are being acquired for the Holder’s its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Act"). Upon exercise of this Warrant, the holder of this Warrant shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or any state Blue Sky lawsresale. (cb) The Holder holder of this Warrant understands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(24(a)(2) thereof, and that the Company has no present intention of registering the Warrant or the Warrant Shares, that the Warrant and the Warrant Shares they must be held by the Holder holder indefinitely, and that the Holder holder must therefor therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt exempted from such registration. (dc) The Holder agrees that it will not offer, sell or otherwise dispose holder of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances which will not result in a violation of the Securities Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant shall be stamped or imprinted with legends in substantially the following form: (e) During the negotiation of the transactions contemplated herein, the Holder and its representatives and legal counsel have been afforded full and free access to corporate books, financial statements, records, contracts, documents, and other information concerning the Company and to its offices and facilities, have been afforded an opportunity to ask such questions of the Company’s officers, employees, agents, accountants and representatives concerning the Company’s business, operations, financial condition, assets, liabilities and other relevant matters as they have deemed necessary or desirable, and have been given all such information as has been requested, in order to evaluate the merits and risks of the prospective investments contemplated herein. (f) The Holder and its representatives have been solely responsible for the Holder’s own “due diligence” investigation of the Company and the Company’s management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the fairness and desirability of the terms of the investment. In taking any action or performing any role relative to the arranging of the proposed investment, the Holder has acted solely in its own interest, and the Holder (or any of its agents or employees) has not acted as an agent of the Company. The Holder has such knowledge and experience in financial and business matters that the Holder it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Agreement Warrant and of protecting the Holder’s its interests in connection therewith. (gd) The Holder holder of this Warrant is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The holder of this Warrant further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the holder of this Warrant or to which such holder has access. (e) The holder of this Warrant is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant. (f) The holder of this Warrant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. (h) The Holder understands that it has had the opportunity to review with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.