Common use of Representations and Warranties of Holder Clause in Contracts

Representations and Warranties of Holder. (a) The holder hereby represents and warrants to the Company that he has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable upon exercise of this Warrant, that he is capable of evaluating the risk of its investment in this Warrant and the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effect.

Representations and Warranties of Holder. (a) The holder hereby represents and warrants to the Company that he it has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable upon exercise of this Warrant, that he it is capable of evaluating the risk of its investment in this Warrant and the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his its own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him it for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he it is an "Accredited Investor" as defined in Rule 501(a) under the Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effect.

Representations and Warranties of Holder. (a) The Each holder hereby of the Warrants and Warrant Shares, by acceptance hereof, represents and warrants to the Company and acknowledges and intends that he the Company rely thereon, as follows: (a) Such holder will not sell, assign, pledge, transfer, or otherwise dispose of, whether directly or indirectly, all or a portion of the Warrants or any Warrant Shares obtained upon the exercise of any Warrants to any person or entity without complying with applicable securities laws and the transaction restrictions set forth in paragraph 4 hereof; (b) Such holder is acquiring the Warrants and any Warrant Shares obtained upon exercise of any Warrants for its own account, for investment purposes only and not with a view to any distribution of such Warrants or Warrant Shares and no other person has a direct or indirect beneficial interest in such Warrants or the Warrant Shares; (c) Such holder acknowledges and agrees that the Company has informed it that the Warrants and the Warrant Shares are not registered under any securities laws, are subject to substantial knowledgerestrictions on transfer, skill and may not be transferred for an indefinite period of time; (d) Such holder has investigated the purchase of the Warrants and the Warrant Shares to the extent it deems necessary or desirable, and the Company has provided it with any assistance in connection therewith which it has requested. Such holder has such knowledge and experience in making investment decisions of the type represented by this Warrant financial and the shares issuable upon exercise of this Warrant, business matters that he it is capable of evaluating the risk merits and risks of its investment in this Warrant the acquisition of the Warrants and the shares issuable upon exercise Warrant Shares and of this Warrant making an informed investment decision with respect thereto and is able it has the ability to bear the economic risk of such an investment in the Company and to withstand a complete loss of its investment, including . Such holder is financially able to hold the risk of losing the entire investment, that it is acquiring this Warrant Warrants and the shares issuable upon exercise Warrant Shares for an indefinite period of this Warrant time; (e) Such holder is not relying on the Company or any of its directors, officers, employees, or agents for his own accountguidance with respect to tax and other applicable laws of any jurisdiction, or other economic considerations, and that this Warrant it has been furnished by the Company with all information such holder has deemed necessary or appropriate in order to form an informed investment decision concerning the purchase of the Warrants and the shares issuable Warrant Shares. Such holder has been afforded an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of such holder's purchase of Warrants and any Warrant Shares and has been afforded the opportunity to obtain any additional information (to the extent the Company had such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information otherwise furnished by the Company; (f) Such holder has not used a purchaser representative; (g) Such holder understands that no United States federal or state agency or any agency of any other government has passed upon exercise or made any recommendation or endorsement of this Warrant are being acquired by him for any investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide Company; (h) Such holder (a) has not been organized for the purpose of purchasing the Warrants and any Warrant Shares, or (b) has been organized for the purpose of purchasing the Warrants and any Warrant Shares and has made the representations and warranties contained herein with respect to dispose and on behalf of any all of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The beneficial owners thereof; and (i) Such holder represents and warrants that he is an "Accredited Investoraccredited investor" as such term is defined in Rule 501(a) under 501 adopted pursuant to the Securities Act. (b) . The holder understands that (i) this Warrant and the shares issuable upon Company may condition any exercise of this the Warrants and issuance of Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements Shares upon its receipt of the Act, (ii) this representations and covenants given above by the original Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel with respect to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effectShares.

Representations and Warranties of Holder. (a) The holder hereby In connection with the issuance of this Warrant, Holder specifically represents and warrants to the Company that he by acceptance of this Warrant as follows: (a) If an entity, Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and has substantial the requisite entity power and authority to exercise the Warrant and purchase the Warrant Shares. (b) Holder is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, and is not a registered broker-dealer under Section 15 of the Exchange Act. (c) Holder, either alone or together with its representatives, has such knowledge, skill sophistication and experience in making investment decisions of the type represented by this Warrant business and the shares issuable upon exercise of this Warrant, that he is financial matters so as to be capable of evaluating the risk merits and risks of its the prospective investment in this Warrant and the shares issuable and, upon exercise hereof, the Warrant Shares, and has so evaluated the merits and risks of this Warrant and such investment. The undersigned is able to bear the economic risk of an investment in this Warrant and the Warrant Shares and, at the present time, is able to afford a complete loss of such investment. (d) Holder is aware of the Company's business affairs and financial condition, including and has acquired information about the risk of losing the entire investment, that it Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. (e) Holder is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his its own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him account for investment purposes only and not with a present view to to, or for the resale in connection with, any distribution "distribution" thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Securities Act. (bf) The holder Holder is not acquiring this Warrant or purchasing any Warrant Shares as a result of any advertisement, article, notice or other communication regarding this Warrant or the Warrant Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (g) Holder understands that neither this Warrant nor the Warrant Shares has been registered under the Securities Act and neither may be offered, resold, pledged or otherwise transferred except (i) pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement in compliance with Section 5 under the Securities Act, or (ii) in accordance with all applicable securities and "blue sky" laws of the states of the United States and other jurisdictions. Holder is aware of the provisions of Rule 144 promulgated under the Securities Act. (h) To the extent a registration statement under the Securities Act is not in effect, Holder understands and acknowledges that (i) this Warrant is, and the shares issuable upon exercise of this Warrant have not been registered Shares (if any) will be, issued and sold to it without registration under the Act by reason of their issuance Securities in a transaction private placement that is exempt from the registration requirements provisions of the ActSecurities , and (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptionsexemption depends in part on, including, upon requestand that the Company and its counsel is relying upon, the delivery to accuracy and truthfulness of the Company of opinions of counsel foregoing representations and Holder hereby consents to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effectreliance.

Representations and Warranties of Holder. The Holder understands that the grant of this Warrant is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Sections 3(b) and 4(2) of the Securities Act, and Holder represents and warrants that: (a) The holder hereby Holder has been advised that this Warrant has not been registered under the Securities Act and, therefore, cannot be resold unless it is registered under the Securities Act or unless an exemption from registration is available and the certificates representing this Warrant will be legended accordingly. Holder is aware that no market exists for the resale of the Warrant nor is it anticipated that a market will develop and that it may be required to hold the Warrant indefinitely. Holder is purchasing the Warrant and the Common Stock for its own account for investment and not with a view to, or for resale in connection with, the distribution thereof, and Holder has no present intention of distributing or reselling the Warrant or the Common Stock. Holder represents and warrants to the Company that he it has substantial knowledge, skill such knowledge and experience in making investment decisions of the type represented by this Warrant financial and the shares issuable upon exercise of this Warrant, business matters that he it is capable of evaluating the risk merits and risks of its such investment in this Warrant and the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment. Further, including Holder has been advised that certain of the Common Stock owned by the Trust may not be registered. In the event such Common Stock is not registered, the Holder understands that it cannot be resold unless such stock is registered under the Securities Act or unless an exemption from registration is available and the certificates representing the Common Stock transferred hereunder will be legended accordingly. Notwithstanding the foregoing, the Trust agrees to use its best efforts to transfer to the Holder fully registered Common Stock which is freely transferable by the Holder. Further, the Trust agrees that in the event unregistered Common Stock is transferred to the Holder, then Holder shall have the right to demand that the Trust immediately register such Common Stock in order that such stock shall be freely transferable; and, immediately upon such demand, the Trust shall use all commercially reasonable efforts to cause the Company to register such Common Stock. In making the above representation, Holder is aware that it must bear the economic risk of losing such investment for a n indefinite period of time since, in the entire view of the Securities and Exchange Commission, the statutory basis for exemption from registration under the Securities Act would not be present if such present intention is to hold the Warrant only for the long-term capital gains period of the Internal Revenue Code of 1986, as amended (the "Code"), or for a deferred sale, or for any fixed period in the future. (b) Holder has made a complete and thorough investigation of the affairs and prospects of the Company including its public filings to date and has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning this investment, and all such questions have been answered to the full satisfaction of Holder. (c) Holder acknowledges that it the Trust is acquiring entering into this Warrant agreement in reliance upon the representations and warranties of the shares issuable upon exercise Holder contained herein. (d) All of this Warrant for his own accountthe equity owners of the Holder are, and that this Warrant and the shares issuable upon exercise each of this Warrant are being acquired by him for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrantthem individually is, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investoraccredited investor" as such term is defined in Rule 501(a) of Regulation D. (e) Holder is a duly organized and validly existing limited liability company validly organized and existing under the Actlaws of the State of Tennessee, and is authorized, qualified and empowered to execute and deliver this Warrant and perform the obligations hereunder, and to purchase and hold this Warrant. (bf) The holder understands that (i) this Warrant execution, delivery and the shares issuable upon exercise performance of this Warrant have by Holder does not been registered under and with the Act by reason lapse of their issuance time will not violate or conflict with, or result in a transaction exempt from breach of any term or provision, or constitute a default under Holder's governing instruments and does not and with the registration requirements lapse of time will not conflict with, result in a breach of, give rise to a right of termination of, or accelerate the Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon requestperformance requested by, the delivery terms of any agreement, indenture, contract, obligation, instrument, judgment or decree to the Company which Holder is a party or by which Holder or any of opinions of counsel to such holder, which opinions and counsel Holder's assets are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effectbound.

Representations and Warranties of Holder. (a) The holder Holder hereby represents and warrants that as of the date hereof and the date of any exercise of this Warrant: (a) Holder is an “accredited investor” as defined in Rule 501 under the Securities Act; (b) Holder has had an opportunity to ask questions and receive answers from the Company that he has substantial knowledgeregarding the business, skill properties, prospects and experience in making investment decisions financial condition of the type represented by Company and the acquisition of this Warrant and the shares Shares issuable upon exercise exercise; (c) Holder has experience with investments in securities of this Warrantcompanies in the stage of development and industry of the Company and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that he it is capable of evaluating the risk merits and risks of its the investment in this Warrant and the shares Shares issuable upon exercise; (d) Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available; and (e) Holder has not been formed for the purpose of acquiring this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant as of the Warrant Issue Date and the shares Shares issuable upon the exercise of this Warrant for his its own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him not as a nominee or agent, only for investment and not with a present view to any the distribution thereof in violation of applicable securities law. If the holder should in the future decide or resale thereof, without prejudice, however, to dispose of any of Holder’s right to transfer this Warrant and or the shares issuable upon exercise of this Warrant, it is understood that it may so do only Shares in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effect.

Representations and Warranties of Holder. 3.1 The execution and delivery of this Warrant, and the consummation of the transactions and obligations contemplated hereby have been duly and validly authorized by all necessary action on Holder’s part. This Warrant has been duly and validly executed and delivered by Holder and is the valid and binding obligation of Holder, enforceable against Holder in accordance with its terms except to the extent the enforceability hereof is limited by applicable bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law). 3.2 Holder hereby warrants and represents that Holder is (a) The holder hereby represents acquiring this Warrant, and warrants to the Company that he has substantial knowledge, skill and experience in making investment decisions of the type represented by this any Warrant and the shares issuable Shares issued upon exercise of this Warrant, for Holder’s own account, not as a nominee or agent, and not with a view to their resale or distribution, and that he Holder has no present intention of selling, granting any participation in, or otherwise distributing the same and (b) Holder is an “accredited investor” as such term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended (the “1933 Act”). 3.3 Holder 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. Holder 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 Holder or to which Holder has access. 3.4 Holder acknowledges that this Warrant has not been registered under the 1933 Act, on the ground that the issuance of this Warrant is exempt from registration pursuant to Section 4(a)(2) of the 1933 Act, and that the Company’s reliance on such exemption is predicated on the representations of Holder set forth herein. 3.5 In connection with the investment representations made herein, Holder represents that it is able to fend for itself in the transactions contemplated by this Warrant, has such knowledge and experience in financial and business matters as to be capable of evaluating the risk merits and risks of its investment in this Warrant and his investment, has the shares issuable upon exercise of this Warrant and is able ability to bear the economic risk risks of its investment and has been furnished with and has had access to such investmentinformation as it has requested and deemed appropriate to its investment decision. 3.6 Holder hereby confirms that Holder has been informed that this Warrant, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable Shares issued upon exercise of this Warrant, it is understood that it may so do only in compliance with are restricted securities under the 1933 Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under may not be resold or transferred unless this Warrant, or the Act. (b) The holder understands that (i) this Warrant and the shares issuable Shares issued upon exercise of this Warrant have not been Warrant, as the case may be, are first registered under the federal securities laws or unless an exemption from such registration is available. Holder acknowledges that the Company has no obligation to register the Warrant Shares. Holder hereby acknowledges that Holder is prepared to hold this Warrant, and the Warrant Shares issued upon exercise of this Warrant, for an indefinite period and that Holder is aware that Rule 144 of the Securities and Exchange Commission issued under the 1933 Act by reason is not presently available to exempt the issuance of their issuance in a transaction exempt this Warrant from the registration requirements of the 1933 Act. Notwithstanding the foregoing, (ii) the Company will work with Holder in good faith to take commercially reasonable efforts to remove any restrictive legends on the Warrant Shares, including by providing the transfer agent with an appropriate opinion of counsel, as soon as counsel to the Company determines that there is no legal requirement to maintain such restrictive legends. 3.7 Holder hereby agrees that Holder shall make no disposition of this Warrant and or the shares issuable Warrant Shares issued upon exercise of this Warrant must be held indefinitely unless and until Holder shall have furnished the Company with a subsequent statement of the circumstances surrounding the proposed disposition thereof is registered under and provided the Act and applicable state securities laws or is exempt from such registration (Company with assurances and, upon request, evidence satisfactory to the Company is provided by such holder request of the availability Company, with an opinion of such exemptionscounsel, includingat the expense of Holder or its transferee, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are reasonably satisfactory to the Company, that (a) the proposed disposition does not require registration of the Warrant Shares under the 1933 Act, or (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or of any exemption from registration available under the 1933 Act has been taken. 3.8 Holder agrees to be bound by and comply with the limitations on transfer contained in the Bylaws of the Company (the “Bylaws”), and including, but not limited to, Article X (iiiRestriction on Transfer) this of the Bylaws. 3.9 In order to reflect the restrictions on disposition of the Warrant Shares, the stock certificates or book-entry entitlements for the Warrant Shares will be endorsed with restrictive legends set forth below or similar legends, together with any other legends that may be required by state or federal securities laws, the Company’s Certificate of Incorporation (“Charter”) or Bylaws, any other agreement affecting the Warrant Shares between Holder and the shares issuable upon exercise Company, or any other agreement applicable to Holder: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A 180 DAY MARKET STAND-OFF RESTRICTION AS SET FORTH IN A CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE PUBLIC OFFERING OF THE COMMON STOCK OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE BYLAWS OF THE COMPANY.” 3.10 Holder hereby represents and warrants that it is an organization qualified under section 170(c)(2) of this Warrant may bear a legend to such effectthe Internal Revenue Code of 1986, as amended.

Representations and Warranties of Holder. (a) The holder hereby Holder represents and warrants to Dr. Zwan and the Company that he as of the date of this Agreement and again as of the date of any closing pursuant to this Agreement: (a) Holder has substantial knowledgepower and authority to enter into and perform all of his obligations under this Agreement and this Agreement constitutes a legal, skill valid and binding obligation of Holder enforceable against him in accordance with its terms; (b) The execution, delivery and performance of this Agreement by Holder will not require the consent of any other person or constitute a violation of, conflict with or result in a default under any (i) agreement to which Holder is a party or by which Holder is bound; or (ii) judgment, decree, order, statute, rule or governmental regulation applicable to Holder; (c) Holder will not offer to sell or otherwise dispose of any Option Shares in violation of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act") or any other applicable federal or state securities laws; (d) Holder understands that (i) the Option and the Option Shares have not been, and, except as provided for in this Agreement, will not be, registered under the 1933 Act on the ground that the grant and the sale provided for in this Agreement are exempt under the 1933 Act and regulations issued thereunder; (ii) the reliance of Dr. Zwan on such exemption is predicated on the representations of Holder set forth in this Agreement; and (iii) the Option Shares may not be sold, transferred or otherwise disposed of without registration under the 1933 Act or an exemption therefrom; (e) Holder has such knowledge and experience in making investment decisions of the type represented by this Warrant financial and the shares issuable upon exercise of this Warrant, that he is business matters and with respect to investments in securities as to be capable of evaluating the risk merits and risks of its investment in this Warrant ownership of the Common Stock and the shares issuable upon exercise of this Warrant and he is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof; (f) Holder is familiar with the business of the Company and, in formulating a decision to enter into this Agreement, Holder has relied solely upon an independent investigation of the Company's business and upon consultations with his legal and financial advisers with respect to this Agreement and the nature of his investment, including the risk of losing the entire investment, that it is acquiring and in entering into this Warrant and the shares issuable Agreement no reliance was placed upon any representations or warranties other than those contained herein; (g) Upon exercise of this Warrant for his own accountthe Option, and that this Warrant and Holder will purchase the shares issuable upon exercise of this Warrant are being acquired by him Option Shares for investment only and not with a present view to any distribution thereof in violation of applicable securities law. If laws; (h) Holder acknowledges that the holder should in certificate evidencing the future decide to dispose of any of this Warrant Option Shares purchased by him will bear the following legend: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM; (i) Holder is aware that the Option and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with Option Shares have not been approved or disapproved by the Act Securities and applicable Exchange Commission or any state securities laws. The holder represents and warrants that he agency; and (j) Holder is an "Accredited Investoraccredited investor" as such term is defined in under Rule 501(a) 501 of Regulation D under the 1933 Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effect.

Representations and Warranties of Holder. (a) The holder hereby represents and warrants to In connection with the Company that he has substantial knowledgeissuance of this Warrant, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable Warrant Shares upon the exercise of this Warrant, that he is capable the Holder hereby makes the following representations and warranties to the Company, effective as of evaluating the risk of its investment in this Warrant date hereof and the shares issuable upon each exercise of this Warrant and in whole or in part: (a) the Holder is able to bear an "accredited investor" as such term is defined in Regulation D under the economic risk of such investment, including Securities Act; (b) the risk of losing the entire investment, that it Holder is acquiring this the Warrant and or the shares issuable upon exercise of this Warrant Shares, as applicable, for his the Holder's own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him account for investment and not with a present view to to, or for sale in connection with, any distribution thereof in violation of applicable securities law. If the holder should Securities Act, nor with any present intention of distributing or selling the same in violation of the future decide to dispose of any of this Securities Act; (c) the Holder understands that the Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, (ii) this Warrant and in reliance upon exemptions contained in the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws regulations promulgated thereunder or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company)interpretations thereof, and (iii) this Warrant cannot be offered for sale, sold or otherwise transferred unless such sale or transfer is so registered or qualifies for exemption from registration under the Securities Act, and that the certificates representing such shares issuable upon exercise of this Warrant may bear a legend substantially in the form set forth in Section 10 hereof; and (d) the Holder further understands that it may be required to such effecthold the Warrant and the Warrant Shares for an indefinite period of time unless the Warrant and the Warrant Shares are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.

Representations and Warranties of Holder. (a) The holder hereby Holder represents and warrants to the Company Maker that he it is an "accredited investor" as that term has substantial knowledgebeen defined under Regulation D promulgated under the Act and that it (i) has had the opportunity to conduct a due diligence investigation concerning the Maker's business operations, skill financial affairs and prospects and the terms and conditions of this Promissory Note, (ii) believes it has received all the information it considers necessary or appropriate for deciding whether to enter into the transactions contemplated by this Promissory Note, (y) has examined and reviewed all recent filings of the Maker with the United States Securities and Exchange Commission on Forms 10-Q and 10-K, respectively, and (z) has evaluated the risk factors inherent in this Promissory Note and an investment in the Conversion Shares. Holder is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in making investment decisions of the type represented by this Warrant financial and the shares issuable upon exercise of this Warrant, business matters that he it is capable of evaluating the risk merits and risks of its this Promissory Note and an investment in this Warrant and the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities lawsConversion Shares. The holder Holder also represents it has not been organized for the purpose of entering into this Promissory Note or acquiring the Conversion Shares. The Holder further represents and warrants that he is an "Accredited Investor" as defined it has full power and authority to enter into this Agreement, and this Agreement constitutes its valid and legally binding obligation, enforceable in Rule 501(a) under the Actaccordance with its terms. (b) The holder Holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant have Conversion Shares will not been be registered under the Securities Act by reason of their issuance in a transaction exempt from 1933, as amended (the registration requirements "Act") or under any state securities act, that the Conversion Shares are "restricted" securities within the meaning of the Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws that they may not be sold or traded in the absence of a registration statement or opinion of counsel reasonably acceptable to the Maker that any such sale is exempt from such registration requirements. In this connection, the Holder represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. It is understood that the certificates evidencing the Conversion Shares may bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (andTHE "ACT") OR ANY STATE OR FOREIGN SECURITIES OR BLUE SKY LAWS. THEY MAY NOT BE SOLD, upon requestOFFERED FOR SALE, evidence satisfactory PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER THE ACT OR ANY STATE OR FOREIGN SECURITIES OR BLUE SKY LAWS IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT. THESE SECURITIES ARE SUBJECT TO CERTAIN VOTING AND OTHER AGREEMENTS SET FORTH IN A SHARE EXCHANGE AGREEMENT DATED OCTOBER 8, 2001 BETWEEN THE ISSUER AND CERTAIN OF ITS SHAREHOLDERS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE ISSUER AT ITS PRINCIPAL EXECUTIVE OFFICES." (c) The Holder represents and warrants to the Company Maker that it is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company)entering into this Promissory Note, and (iii) this Warrant that it will acquire any Conversion Shares acquired hereunder, for its own account for purposes of investment and not with any present intent to effect a distribution in the shares issuable upon exercise of this Warrant may bear a legend to such effectsame.

Representations and Warranties of Holder. (aA) The holder hereby represents This Warrant is being acquired for the Holder's own account, for investment and warrants to not with a view to, or for resale in connection with, any distribution or public offering thereof within the Company that he has substantial knowledge, skill and experience in making investment decisions meaning of the type represented by this Warrant and the shares issuable upon Securities Act. Upon exercise of this Warrant, that he is capable of evaluating the risk of its investment Holder shall, if so requested by the Company, confirm in this Warrant and writing, in a form reasonably satisfactory to the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investmentCompany, that it is acquiring this the Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares Shares issuable upon exercise of this Warrant are being acquired by him for investment and not with a present view to any toward distribution thereof in violation of applicable securities law. If the holder should or resale. (B) The Holder, as indicated by his initials in the future decide to dispose appropriate box below, is an "accredited investor" within the meaning of any the Securities Act, because: (I) The Holder's individual net worth, or joint net worth with the Holder's spouse, if applicable, exceeds $1,000,000 as of the Warrant Date; or (II) The Holder had an individual income in excess of $200,000 in each of 2002 and 2003 or joint income with the Holder's spouse, if applicable, in excess of $300,000 in each of 2002 and 2003 and the Holder has a reasonable expectation of reaching the same respective income level in 2004. (C) The Holder understands that this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this 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 ActSecurities Act pursuant to Section 4(2) thereof and that the Company's reliance upon such exemption is predicated, (ii) in part, upon the Holder's representations and warranties set forth in this Warrant. The Holder understands that this Warrant and the shares issuable upon exercise of this Warrant Shares must be held indefinitely by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt exempted from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company), and (iii) registration. The Holder further understands that this Warrant and the shares issuable Warrant Shares have not been registered or qualified under the securities laws of any jurisdiction. (D) 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 Securities and Exchange Commission (the "COMMISSION"), nor any governmental agency charged with the administration of the securities laws of any jurisdiction nor any other governmental agency has passed upon exercise or reviewed the merits or qualifications of, or recommended or approved the issuance of this Warrant may or the Warrant Shares. (E) The Holder understands that the Company is under no obligation to register this Warrant or the Warrant Shares. (F) The Holder is a bona fide resident and domiciliary (not a temporary or transient resident) of the jurisdiction indicated in the signature page hereto and the Holder has no present intention of becoming a resident of any other jurisdiction. (G) The Holder has such knowledge and experience in financial and business matters that 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 Warrant and of protecting its interests in connection therewith. The Holder is able to bear a legend the economic risk of the purchase of the Warrant Shares pursuant to such effectthe terms of this Warrant. (H) The Holder does not currently have and will not undertake during the term of this Warrant any short position with respect to shares of Common Stock.

Representations and Warranties of Holder. (a) The holder hereby In connection with the issuance of this Warrant, Holder specifically represents and warrants to the Company that he by acceptance of this Warrant as follows: (a) If an entity, Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and has substantial the requisite entity power and authority to exercise the Warrant and purchase the Warrant Stock. (b) Holder is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, and is not a registered broker-dealer under Section 15 of the Exchange Act. (c) Xxxxxx, either alone or together with its representatives, has such knowledge, skill sophistication and experience in making investment decisions of the type represented by this Warrant business and the shares issuable upon exercise of this Warrant, that he is financial matters so as to be capable of evaluating the risk merits and risks of its the prospective investment in this Warrant and the shares issuable and, upon exercise hereof, the Warrant Stock, and has so evaluated the merits and risks of this Warrant and such investment. The undersigned is able to bear the economic risk of an investment in this Warrant and the Warrant Stock and, at the present time, is able to afford a complete loss of such investment. (d) Xxxxxx is aware of the Company's business affairs and financial condition, including and has acquired information about the risk of losing the entire investment, that it Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. (e) Holder is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his its own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him account for investment purposes only and not with a present view to to, or for the resale in connection with, any distribution "distribution" thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Securities Act. (bf) The holder Holder is not acquiring this Warrant or purchasing any Warrant Stock as a result of any advertisement, article, notice or other communication regarding this Warrant or the Warrant Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (g) Holder understands that neither this Warrant nor the Warrant Stock has been registered under the Securities Act and neither may be offered, resold, pledged or otherwise transferred except (i) pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement in compliance with Section 5 under the Securities Act, or (ii) in accordance with all applicable securities and "blue sky" laws of the states of the United States and other jurisdictions. Xxxxxx is aware of the provisions of Rule 144 promulgated under the Securities Act. (h) To the extent a registration statement under the Securities is not in effect, Holder understands and acknowledges that (i) this Warrant is, and the shares issuable upon exercise of this Warrant have not been registered Stock (if any) will be, issued and sold to it without registration under the Act by reason of their issuance Securities in a transaction private placement that is exempt from the registration requirements provisions of the ActSecurities , and (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptionsexemption depends in part on, including, upon requestand that the Company and its counsel is relying upon, the delivery to accuracy and truthfulness of the Company of opinions of counsel foregoing representations and Holder hereby consents to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effectreliance.

Representations and Warranties of Holder. (a) The holder Holder hereby agrees, represents and and, to the extent the context shall require, warrants to the Company as set forth below and agrees that he has substantial knowledgesuch agreements, skill representations and experience in making investment decisions warranties shall expressly survive the consummation of the type represented exchange transaction contemplated hereby and shall be unaffected by this Warrant any investigation made by any party at any time; 5.1 Holder understands that the Preferred Stock is being exchanged and the shares issuable Shares are being issued without registration under the Federal Securities Act of 1933, as amended (the "Federal Act"), in reliance upon exercise of this Warrantan exemption or exemptions available under the Federal Act, including those available under Section 3(a)(9) and/or Section 4(2) and/or Regulation D thereof. Holder further understands that he the Preferred Stock is capable of evaluating the risk of its investment in this Warrant being exchanged and the shares issuable Shares are being issued pursuant to an exemption from the registration provisions of the applicable state laws and understands that the availability of the exemption or exemptions from registration and qualification under the Federal Act and the state laws depend in part upon exercise the accuracy of certain of the representations, declarations and warranties contained herein, and those which are made in the Questionnaire attached as Exhibit "F" hereto, executed by Holder with the intent that the same may be relied upon by the Company in determining Holder's suitability as an investor in the Company. Holder further acknowledges that this Warrant transaction has not been and will not be reviewed by the Securities and Exchange Commission nor by the securities administrator of any state. 5.2 Holder is able to bear a resident and domiciliary, not a temporary or transient resident, of the economic risk State shown as part of such investment, including the risk of losing the entire investment, that it Holder's address in Holder's Questionnaire. 5.3 Holder is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him Shares to be issued for investment and not with a present view to the public resale or distribution thereof. The undersigned has no contract, undertaking, agreement or arrangement with any distribution person to sell, transfer or pledge to such person or anyone else the Shares or any portion thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant or interest therein, and the shares issuable upon exercise of this Warrantundersigned has no present plans to enter into such contract, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Actundertaking, agreement or arrangement. (b) 5.4 Holder acknowledges that the certificate evidencing the Shares, and any and all replacements thereof, shall bear and be subject to legends in substantially the following form affecting the transferability of the Shares and that the Company will place appropriate stop transfer orders with its transfer agent: "The holder understands that (i) shares of stock evidenced by this Warrant and the shares issuable upon exercise of this Warrant certificate have not been registered under the Securities Act of 1933, as amended, and have been issued in reliance upon one or more exemptions from the requirements for such registration including an exemption for non-public offerings. Accordingly, the sale, transfer, pledge, hypothecation or other disposition of the shares evidenced hereby or any portion thereof or interest therein may not be accomplished in the absence of an effective registration statement under that act, or an opinion of counsel satisfactory in form and substance to the Company to the effect that such a registration is not required." 5.5 Holder further understands and agrees that if he desires to make any transfer of the Shares, the Company is in a position to impede such transfer through prior stop orders placed with its transfer agent or otherwise and that the Company will promptly remove such impediments placed by it only when: (i) The Company has received a satisfactory opinion of counsel to the effect that the proposed transfer does not require registration or qualification pursuant to the Federal Act or the state laws by reason of their issuance in an exemption provided thereunder and a transaction exempt from the registration requirements representation and agreement of the Act, (ii) this Warrant proposed transferee in form and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence substance satisfactory to the Company is provided by such holder of the availability of such exemptionsCompany, including, upon request, the delivery to and the Company of opinions of counsel to shall have advised Holder that such holderopinion, which opinions representation and counsel agreement are satisfactory to the Company), ; or (ii) The Company has received a satisfactory opinion of counsel to the effect that the proposed transfer complies with the provisions of Rule 144 under the Federal Act and the Company shall have advised the Holder that such counsel and such opinion are satisfactory to the Company; or (iii) A Registration statement covering the proposed transfer has been filed with the Securities and Exchange Commission and has been declared effective. 5.6 Holder agrees that, in any event, Holder will not attempt to dispose of the Shares or any portion or interest therein, unless and until the Company has determined to its satisfaction that the proposed disposition does not violate the registration or qualification requirements of the Federal Act or applicable state laws. 5.7 Holder understands that the Company has no obligation or intention to register or qualify the Shares in order to permit sales thereof in accordance with the registration or qualification provisions of the Federal Act or the applicable state laws. 5.8 Holder hereby agrees to indemnify the Company and its officers, directors, agents and attorneys and to hold the Company and such persons harmless from any liability, costs or expenses (including reasonable attorneys' fees) arising as a result of the sale or distribution of the Shares or any portion thereof or interest therein by him in violation of the Federal Act or applicable state laws. 5.9 Holder agrees to indemnify the Company and its officers and directors, agents and attorneys and to hold the Company and such persons harmless from and against any and all loss, damage, liabilities, costs or expenses (including reasonable attorneys' fees) to which they may be put or which they may have incurred by reason of or in connection with any misrepresentation made by Holder, for any breach of any of Holder's warranties or Holder's failure to fulfill any of Holder's covenants or agreements under this Warrant Agreement. 5.10 Holder hereby confirms that all statements in the Holder's Questionnaire attached as Exhibit "F" hereto were and remain true and correct and undertakes to immediately notify the Company of any material changes occurring thereto prior to consummation of this exchange transaction. 5.11 Holder acknowledges that Holder and/or Holder's professional advisor have had the opportunity to ask questions of, and receive answers from the Company, and has/have had access to all information concerning the terms and conditions of this exchange and the shares issuable upon exercise financial and operating condition of this Warrant may bear a legend the Company and to obtain additional information to verify the accuracy of such effect.information. Further, Holder has reviewed the disclosure materials included herewith, including the financial statements contained therein and is familiar with their contents and further acknowledges that Holder has had the opportunity and access to obtain further information from the Company regarding such financial, business and management information. Disclosure materials attached hereto are as follows:

Representations and Warranties of Holder. (a) The holder Holder hereby represents and warrants to SPAC and the Company that he has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable upon exercise of this Warrant, that he as follows: (a) (i) if Holder is capable of evaluating the risk of its investment in this Warrant and the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrantan individual, it is understood that duly organized, validly existing and in good standing under the laws of the jurisdiction in which it may so do only in compliance with is organized, and such party has all necessary power and authority to execute, deliver and perform this Agreement and consummate the Act and applicable state securities laws. The holder represents and warrants that he transactions contemplated hereby; (ii) if Holder is an "Accredited Investor" as defined in Rule 501(a) under the Act.individual, Holder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) The holder understands that this Agreement has been duly executed and delivered by Holder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of Holder, enforceable against Holder in accordance with the terms hereof (subject to the Enforceability Exceptions); (c) the execution and delivery of this Agreement by Holder does not, and the performance by Holder of his, her or its obligations hereunder will not, (i) this Warrant and the shares issuable upon exercise of this Warrant have if Holder is not been registered under the Act by reason of their issuance an individual, conflict with or result in a transaction exempt from the registration requirements violation of the Actorganizational documents of Holder, or (ii) this Warrant and require any consent or approval that has not been given or other action that has not been taken by any third party (including under any Contract binding upon Holder or the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (andCovered Shares), upon requestin each case, evidence satisfactory to the Company is provided extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such holder Holder of his, her or its obligations under this Agreement; (d) there are no Actions pending against Holder or, to the knowledge of Holder, threatened against Holder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by Holder of its, his or her obligations under this Agreement; (e) Holder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of Holder’s obligations hereunder; and (f) the Covered Shares are the only shares of capital stock of the availability Company owned of record or Beneficially Owned by Holder as of the date hereof, and none of such exemptionsCovered Shares is subject to any proxy, including, upon request, the delivery voting trust or other agreement or arrangement with respect to the Company voting of opinions such Covered Shares, except as provided in this Agreement or the organizational documents of counsel to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effect.

Representations and Warranties of Holder. (a) The holder hereby represents and warrants to the Company that he it has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable upon exercise of this Warrant, that he it is capable of evaluating the risk of its investment in this Warrant and the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his its own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him it for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he it is an "Accredited Investor" as defined in Rule 501(a) under the Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and of counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effect.

Representations and Warranties of Holder. (a) The holder hereby represents and warrants to In connection with the Company that he has substantial knowledgeissuance of this Warrant, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable Warrant Shares upon the exercise of this Warrant, that he is capable the Holder hereby makes the following representations and warranties to the Company, effective as of evaluating the risk of its investment in this Warrant date hereof and the shares issuable upon each exercise of this Warrant and in whole or in part: (a) the Holder is able to bear an "accredited investor" as such term is defined in Regulation D under the economic risk Securities Act of such investment1933, including as amended (the risk of losing "SECURITIES ACT"); (b) the entire investment, that it Holder is acquiring this the Warrant and or the shares issuable upon exercise of this Warrant Shares, as applicable, for his the Holder's own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him account for investment and not with a present view to to, or for sale in connection with, any distribution thereof in violation of applicable securities law. If the holder should Securities Act, nor with any present intention of distributing or selling the same in violation of the future decide to dispose of any of this Securities Act; (c) the Holder understands that the Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Act. (b) The holder understands that (i) this Warrant and the shares issuable upon exercise of this Warrant Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, (ii) this Warrant and in reliance upon exemptions contained in the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws regulations promulgated thereunder or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company)interpretations thereof, and (iii) this Warrant cannot be offered for sale, sold or otherwise transferred unless such sale or transfer is so registered or qualifies for exemption from registration under the Securities Act, and that the certificates representing such shares issuable upon exercise of this Warrant may bear a legend substantially in the form set forth in Section 9 hereof; and (d) the Holder further understands that it may be required to such effecthold the Warrant and the Warrant Shares for an indefinite period of time unless the Warrant and the Warrant Shares are subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.

Representations and Warranties of Holder. (a) The holder Holder hereby represents and warrants to the Company: (i) The Holder understands that this Warrant Certificate and the Common Stock to be issued herein, HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, THE STATE OF ARIZONA, OR ANY OTHER STATE SECURITIES AGENCIES. (ii) The Holder is not an underwriter and would be acquiring this Warrant Certificate and the Common Stock to be issued, solely for investment for its own account and not with a view to, or for, resale in connection with any distribution of stock within the meaning of the Federal Securities Acts, the Arizona Securities Act, or any other applicable State Securities Acts. (iii) The Holder understands the speculative nature and risks of investments associated with the Company, and confirms that this Warrant Certificate and the Common Stock to be issued would be suitable and consistent with its investment program and that its financial position enables it bear the risks of this investment; and that there may not be any public market for this Warrant Certificate and the Common Stock to be issued herein. (iv) This Warrant Certificate and the Common Stock to be issued herein may not be transferred, encumbered, sold, hypothecated, or otherwise disposed of to any person, without the express prior written consent of the Company, and the prior opinion of counsel for the Company, that such disposition will not violate Federal and/or State Securities Acts. Disposition shall include, but is not limited to acts of selling, assigning, transferring, pledging, encumbering, hypothecating, giving, and any form of conveying, whether voluntary or not. (v) The Holder has fully reviewed or had the opportunity to review the economic consequences of this Warrant Certificate and the Common Stock to be issued, with its attorney and/or other financial advisor, has been afforded access to the books and records of the Corporation (including tax returns) and is or has had the opportunity to become fully familiar with the financial affairs of the Corporation. (vi) The Holder is not entitled by virtue of ownership of this Warrant Certificate to any rights whatsoever as a Shareholder of the Company either at law or in equity, including, without limitation, the right to vote and to receive dividends and other distributions. (vii) Holder confirms that he it is an "accredited investor" within the meaning of SEC Regulation "D" or the undersigned, along or together with it purchaser representative(s) has substantial knowledge, skill such knowledge and experience in making investment decisions of the type represented by this Warrant financial and the shares issuable upon exercise of this Warrantbusiness matters that it, that he is or Holder and such representative(s) together, are capable of evaluating the risk merits and risks of its an investment in this Warrant the Company and the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for making an informed investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Actdecision. (bviii) The holder understands Holder confirms that (i) this Warrant it has reviewed Company Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K on the shares issuable upon exercise of this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, (ii) this Warrant Securities and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effectExchange Commission XXXXX website.

Representations and Warranties of Holder. (a) The holder Holder hereby represents and warrants to the Company that: (a) Holder acknowledges that this Warrant is issued to the Holder in reliance upon the Holder’s representation to the Company that this Warrant will be acquired for investment for the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. Holder further represents that the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to this Warrant. (b) Hxxxxx is an investor in securities of companies in the development stage and acknowledges that it, he or she is able to fend for itself, himself or herself, can bear the economic risk of its, his or her investment, and has substantial knowledge, skill such knowledge and experience in making investment decisions of the type represented by this Warrant and the shares issuable upon exercise of this Warrantfinancial or business matters that it, that he or she is capable of evaluating the risk merits and risks of its the investment in this Warrant and Warrant. Holder also represents it, he or she has not been organized solely for the shares issuable upon exercise purpose of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for investment and not with a present view to any distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he . (c) Holder is an "Accredited Investor" “accredited investor” within the meaning of Rule 501 of Regulation D, as defined presently in Rule 501(aeffect, as promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. (bd) The holder Hxxxxx understands that (i) this Warrant and the shares issuable upon exercise of this Warrant have not been registered is characterized as a “restricted security” under the Act by reason of their issuance federal securities laws inasmuch as it is being acquired from the Company in a transaction exempt from not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the registration requirements of Securities Act only in certain limited circumstances. In this connection, Hxxxxx represents that it is familiar with Rule 144 as promulgated by the SEC under the Securities Act, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company)as presently in effect, and (iii) this Warrant understands the resale limitations imposed thereby and by the shares issuable upon exercise of this Warrant may bear a legend to such effectSecurities Act.

Representations and Warranties of Holder. (a) The holder hereby represents and warrants to the Company that he has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable upon exercise By acceptance of this Warrant, that he is capable of evaluating the risk of its Holder hereby represents to the Company as follows: (a) This Warrant will be acquired for investment in this Warrant and for the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his Holder’s own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for investment not as a nominee or agent, and not with a present view to any the sale or distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant part thereof, and the shares issuable upon exercise Holder has no present intention of selling, granting participation in or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this Warrant, it is understood the Holder further represents that it may so do only in compliance does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under Warrant or the ActWarrant Stock. (b) The holder Holder understands that this Warrant at the time of issuance may not be registered under the Securities Act, and applicable state securities laws, on the ground that the issuance of such securities is exempt pursuant to Section 4(a)(2) of the Securities Act and state law exemptions relating to offers and sales not by means of a public offering, and that the Company’s reliance on such exemptions is predicated on the Holder’s representations set forth herein. (c) The Holder (i) this Warrant has such knowledge and experience in financial and business matters as to be capable of evaluating the shares issuable upon exercise merits and substantial risks of this Warrant have not been registered under such Holder’s prospective investment in the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, Securities; (ii) this Warrant has the ability to bear the economic risks (including the risk of a total loss) of such Holder’s prospective investment in the Securities; (iii) has not been offered the Securities by any form of “general solicitation” or “general advertising” within the meaning of Regulation D promulgated under the Securities Act; and (iv) is an “accredited investor” within the shares issuable upon exercise meaning of Regulation D. The Holder represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and has had all questions which have been asked by it satisfactorily answered by the Company. (d) The Holder acknowledges that this Warrant must be held indefinitely unless a subsequent disposition thereof is subsequently registered under the Securities Act and applicable state securities laws or is exempt an exemption from such registration (and, upon request, evidence satisfactory is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the Company is provided by such holder satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of such exemptions, including, upon requestcertain current public information about the Company, the delivery resale occurring not less than one year after a party has purchased and paid for the security to be sold, the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Companysale being through a “broker’s transaction” or in transactions directly with a “market makers” (as provided by Rule 144(f), and (iii) this Warrant and the number of shares issuable upon exercise of this Warrant may bear a legend to such effectbeing sold during any three-month period not exceeding specified limitations.

Representations and Warranties of Holder. Holder hereby represents and warrants that: (a) The holder Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) The Holder has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby represents and warrants such execution, delivery and consummation have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Holder and constitutes the valid and binding obligation of such party, enforceable against it in accordance with its terms. The Holder is the owner, beneficially and of record, of the Existing Warrant, free and clear of any encumbrances. (c) This Agreement is made with the Holder in reliance upon the Holder’s representation, which by the Holder’s execution of this Agreement the Holder hereby confirms, that the Shares to be received by the Holder are and will be acquired for investment for its own account and not with a view to the distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. (d) The Holder has had the opportunity to ask questions of and receive answers from the Company that he has substantial knowledge, skill regarding the Company and experience in making investment decisions to obtain additional information necessary to verify the accuracy of the type represented by this Warrant and the shares issuable upon exercise of this Warrant, information supplied or to which it had access. (e) The Holder acknowledges that he is capable of evaluating the risk of its an investment in this Warrant and the shares issuable upon exercise of this Warrant Shares is a speculative risk and is able to bear the economic risk of its investment (including possible complete loss of such investment, including the risk ) for an indefinite period of losing the entire investment, time and has such knowledge and experience in financial or business matters that it is acquiring this Warrant capable of evaluating the merits and risks of the shares issuable upon exercise of this Warrant for his own account, and investment in the Shares. (f) The Holder understands that this Warrant and the shares issuable upon exercise of this Warrant Shares to be acquired hereunder are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired by him for investment from the Company in a transaction not involving a public offering and not that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances and in accordance with a present view to any distribution thereof in violation of applicable securities law. If the holder should terms and conditions set forth in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, legend described in Section 3(g) below. The Holder represents that it is understood that it may so do only familiar with SEC Rule 144, as presently in compliance with effect, and understands the Act resale limitations imposed thereby and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under by the Securities Act. (bg) The holder Holder understands that each of the certificates evidencing the Shares to be acquired hereunder may bear the following legend: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) this Warrant and the shares issuable upon exercise of this Warrant have not been registered under the Act by reason of their issuance in a transaction exempt from the registration requirements of the ActTHERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (andTHIS COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptions, including, upon request, the delivery to the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Company), and OR (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effectTHE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

Representations and Warranties of Holder. (a) The holder hereby represents and warrants to the Company that he has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the shares issuable upon exercise By acceptance of this Warrant, that he is capable of evaluating the risk of its Holder hereby represents to the Company as follows: ​ (a) This Warrant will be acquired for investment in this Warrant and for the shares issuable upon exercise of this Warrant and is able to bear the economic risk of such investment, including the risk of losing the entire investment, that it is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his Holder’s own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him for investment not as a nominee or agent, and not with a present view to any the sale or distribution thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant part thereof, and the shares issuable upon exercise Holder has no present intention of selling, granting participation in or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this Warrant, it is understood the Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to the Warrant or the Warrant Stock. ​ (b) The Holder understands that this Warrant at the time of issuance may so do only in compliance with not be registered under the Act Securities Act, and applicable state securities laws. The holder represents , on the ground that the issuance of such securities is exempt pursuant to Section 4(a)(2) of the Securities Act and warrants state law exemptions relating to offers and sales not by means of a public offering, and that he the Company’s reliance on such exemptions is an "Accredited Investor" as defined in Rule 501(a) under predicated on the ActHolder’s representations set forth herein. (bc) The holder understands that Holder (i) this Warrant has such knowledge and experience in financial and business matters as to be capable of evaluating the shares issuable upon exercise merits and substantial risks of this Warrant have not been registered under such Holder’s prospective investment in the Act by reason of their issuance in a transaction exempt from the registration requirements of the Act, Securities; (ii) this Warrant has the ability to bear the economic risks (including the risk of a total loss) of such Holder’s prospective investment in the Securities; (iii) has not been offered the Securities by any form of “general solicitation” or “general advertising” within the meaning of Regulation D promulgated under the Securities Act; and (iv) is an “accredited investor” within the shares issuable upon exercise meaning of Regulation D. The Holder represents that it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information which it considered necessary to verify the accuracy of or to amplify the Company’s disclosures, and has had all questions which have been asked by it satisfactorily answered by the Company. ​ (d) The Holder acknowledges that this Warrant must be held indefinitely unless a subsequent disposition thereof is subsequently registered under the Securities Act and applicable state securities laws or is exempt an exemption from such registration (and, upon request, evidence satisfactory is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the Company is provided by such holder satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of such exemptions, including, upon requestcertain current public information about the Company, the delivery resale occurring not less than one year after a party has purchased and paid for the security to be sold, the Company of opinions of counsel to such holder, which opinions and counsel are satisfactory to the Companysale being through a “broker’s transaction” or in transactions directly with a “market makers” (as provided by Rule 144(f), and (iii) this Warrant and the number of shares issuable upon exercise of this Warrant may bear a legend to such effect.being sold during any three-month period not exceeding specified limitations. ​ ​ ​

Representations and Warranties of Holder. (a) The holder hereby In connection with the issuance of this Warrant, Holder specifically represents and warrants to the Company that he by acceptance of this Warrant as follows: (a) If an entity, Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, and has substantial knowledgethe requisite entity power and authority to exercise the Warrant and purchase the Warrant Stock. (b) Holder is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, skill and is not a registered broker-dealer under Section 15 of the Exchange Act. (c) Holder, either alone or together with its representatives, has such knxxxxxxe, sophistication and experience in making investment decisions of the type represented by this Warrant business and the shares issuable upon exercise of this Warrant, that he is financial matters so as to be capable of evaluating the risk merits and risks of its the prospective investment in this Warrant and the shares issuable and, upon exercise hereof, the Warrant Stock, and has so evaluated the merits and risks of this Warrant and such investment. The undersigned is able to bear the economic risk of an investment in this Warrant and the Warrant Stock and, at the present time, is able to afford a complete loss of such investment. (d) Holder is aware of the Company's business affairs and financial conditxxx, including xnd has acquired information about the risk of losing the entire investment, that it Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. (e) Holder is acquiring this Warrant and the shares issuable upon exercise of this Warrant for his its own account, and that this Warrant and the shares issuable upon exercise of this Warrant are being acquired by him account for investment purposes only and not with a present view to to, or for the resale in connection with, any distribution "distribution" thereof in violation of applicable securities law. If the holder should in the future decide to dispose of any of this Warrant and the shares issuable upon exercise of this Warrant, it is understood that it may so do only in compliance with the Act and applicable state securities laws. The holder represents and warrants that he is an "Accredited Investor" as defined in Rule 501(a) under the Securities Act. (bf) The holder Holder is not acquiring this Warrant or purchasing any Warrant Stock as a result of any advertisement, article, notice or other communication regarding this Warrant or the Warrant Stock published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (g) Holder understands that neither this Warrant nor the Warrant Stock has been registered under the Securities Act and neither may be offered, resold, pledged or otherwise transferred except (i) pursuant to an exemption from registration under the Securities Act or pursuant to an effective registration statement in compliance with Section 5 under the Securities Act, or (ii) in accordance with all applicable securities and "blue sky" laws of the states of the United States and other jurisdictions. Holder is aware of the provisions of Rule 144 promulgated under the Sexxxxxxes Act. (h) To the extent a registration statement under the Securities is not in effect, Holder understands and acknowledges that (i) this Warrant is, and the shares issuable upon exercise of this Warrant have not been registered Stock (if any) will be, issued and sold to it without registration under the Act by reason of their issuance Securities in a transaction private placement that is exempt from the registration requirements provisions of the ActSecurities , and (ii) this Warrant and the shares issuable upon exercise of this Warrant must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registration (and, upon request, evidence satisfactory to the Company is provided by such holder of the availability of such exemptionsexemption depends in part on, including, upon requestand that the Company and its counsel is relying upon, the delivery to accuracy and truthfulness of the Company of opinions of counsel foregoing representations and Holder hereby consents to such holder, which opinions and counsel are satisfactory to the Company), and (iii) this Warrant and the shares issuable upon exercise of this Warrant may bear a legend to such effectreliance.