Common use of Representations and Warranties of Holder Clause in Contracts

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrants and in protecting its own interest in connection with this transaction. 7.4 Holder understands that the Warrants have not been registered under the Securities Act or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities Act.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA the Company that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrants and in protecting its own interest in connection with this transaction. 7.4 Holder understands that the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA the Company any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA the Company may require the contemplated transferee to furnish INCA the Company with an investment letter setting forth such information and agreements as may be reasonably requested by INCA the Company to ensure compliance by such transferee with the Securities Act.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder Xxxxxx has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrants and in protecting its own interest in connection with this transaction. 7.4 Holder understands that the Warrants have not been registered under the Securities Act or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder Xxxxxx agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities Act.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA BioMetrx that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder Xxxxxx has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrants and in protecting its own interest in connection with this transaction. 7.4 Holder understands that the Warrants have not been registered under the Securities Act or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder Xxxxxx agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA BioMetrx any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA BioMetrx may require the contemplated transferee to furnish INCA BioMetrx with an investment letter setting forth such information and agreements as may be reasonably requested by INCA BioMetrx to ensure compliance by such transferee with the Securities Act.

Representations and Warranties of Holder. Holder hereby The Holder, by its acceptance hereof, represents and warrants to INCA thatthe Company as follows: 7.1 (a) The Holder is acquiring the Warrants for its own accountWarrant, and any securities issuable upon conversion or exercise thereof (collectively, the “Securities”) for investment purposes only. 7.2 for the Holder’s own account and not with a view to or for resale in connection with, any distribution thereof. The Holder understands that an the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws by reason of a specific exemption from the registration provisions of the Act and laws that depend upon, among other things, the bona fide nature of the investment in the Warrants involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investmentintent as expressed herein. 7.3 (b) The Holder has such knowledge is an accredited investor within the meaning of Regulation D prescribed by the Securities and Exchange Commission pursuant to the Securities Act and by virtue of the Holder’s experience in financial evaluating and business matters that it investing in private placement transactions of securities in companies similar to Company, the Holder is capable of evaluating the merits and risks of an the Holder’s investment in Company and has the Warrants and in protecting its capacity to protect the Holder’s own interest in connection with this transactioninterests. 7.4 (c) The Holder understands acknowledges that the Warrants have not been Securities must be held indefinitely unless subsequently registered under the Securities Act or under any and applicable state securities laws, or unless an exemption from such registration is available. The Holder is familiar with aware of the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement 144A promulgated under the Securities Act or that permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. (d) The Holder has had an exemption from registration. As a further condition opportunity to any such Transferdiscuss the Company’s business, except in management and financial affairs with directors, officers and the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA any Transfer management of the Warrants by Company and to review the contemplated transferee thereof would not be exempt Company’s operations and facilities. Holder has obtained sufficient information from the registration Company to enable Holder to evaluate the risks and prospectus delivery requirements merits of the Securities Act, INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth making such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities Actelections.

Representations and Warranties of Holder. The Holder hereby represents and warrants to INCA thatthe Company that each of the following is true and correct as of the date of this Warrant: 7.1 (a) The Holder is acquiring an “accredited investor” within the Warrants for its own accountmeaning of the Securities Act of 1933, for investment purposes only. 7.2 as amended (the “Securities Act”). The Holder understands that an investment in is aware of the Warrants involves a high degree of riskCompany’s business affairs and financial condition, and Holder has acquired sufficient information about the financial ability Company to bear reach an informed and knowledgeable decision to acquire this Warrant and the economic risk of this investment in the WarrantsWarrant Shares, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of an the Holder’s prospective investment in this Warrant and the Warrants Warrant Shares. The Holder is knowledgeable, sophisticated and experienced in protecting its making, and is qualified to make, decisions with respect to investments in securities presenting investment decisions like that involved in the Holder’s contemplated investment in this Warrant and the Warrant Shares. The Holder is relying on his own interest research and business judgment, and not acting on the basis of any representations or other information given by or on behalf of the Company. (b) The Holder is acquiring this Warrant and the Warrant Shares for investment for the Holder’s own account only and not with a view to, or for resale in connection with with, any “distribution” of this transactionWarrant or the Warrant Shares within the meaning of the Securities Act. 7.4 (c) The Holder understands that this Warrant and the Warrants Warrant Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. (d) The Holder understands that this Warrant and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold this Warrant and the Warrant Shares indefinitely unless this Warrant or the Warrant Shares are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation and does not intend to register or qualify this Warrant or the Warrant Shares for resale either under the Securities Act or any state securities laws. The Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands further acknowledges that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or if an exemption from registration. As a further condition registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period of this Warrant and the Warrant Shares, and requirements relating to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA any Transfer Company which are outside of the Warrants by Holder’s control, and which the contemplated transferee thereof would Company is under no obligation and may not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA may require the contemplated transferee able to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities Actsatisfy.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA the Company that: 7.1 6.1 Holder is acquiring the Warrants Warrant for its own account, for investment purposes only. 7.2 6.2 Holder understands that an investment in the Warrants Warrant involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the WarrantsWarrant, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 6.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in associated with the Warrants Warrant and in protecting its own interest in connection with this transaction. 7.4 6.4 Holder understands that the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants Warrant may result in Holder being required to hold the Warrants Warrant for an indefinite period of time. 7.5 6.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) the Warrant or any of the Warrants part thereof except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA the Company any Transfer of the Warrants Warrant by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA the Company may require the contemplated transferee to furnish INCA the Company with an investment letter setting forth such information and agreements as may be reasonably requested by INCA the Company to ensure compliance by such transferee with the Securities Act.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA and covenants with the Company and each officer, director, and agent of the Company that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment2.1. Holder has adequate means for providing for its current financial needs all requisite capacity to enter into the Agreement and has no need for liquidity with respect to this investmentperform all the obligations required to be performed by Holder thereunder and hereunder. 7.3 2.2. Holder has such knowledge knowledge, skill and experience in business, financial and business investment matters so that it Holder is capable of evaluating the merits and risks of an investment in this Warrant and the Warrants Common Stock issuable hereunder (the "SECURITIES") and has the ability to suffer the total loss of the investment. To the extent necessary, Holder has retained, at Holder's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Warrant and owning the Securities. Holder further represents that it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Securities, the business of the Company, and to obtain additional information to such Holder's satisfaction. 2.3. Holder is an "accredited investor" as defined in protecting its own interest Rule 501(a) under the Act. Holder agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with this transactionthe purchase and sale of the Securities. 7.4 2.4. Holder is acquiring the Securities solely for its own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. Holder understands that the Warrants Securities have not been registered under the Securities Act Act, or under any state securities lawslaws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of Holder and of the other representations made by Holder in this Warrant. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on Company is relying upon the Warrants may result representations and agreements contained in Holder being required to hold this Warrant (and any supplemental information) for the Warrants purpose of determining whether this transaction meets the requirements for an indefinite period of timesuch exemptions. 7.5 2.5. Holder acknowledges and agrees not to sell, transfer, assign, gift, create that this Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a security interest in, or otherwise dispose of, with or without consideration legend in substantially the following form (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition in addition to any such Transferlegend required by state securities law): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities ActAS AMENDED (THE "ACT"), if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities ActOR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE "LAW"), INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities ActAND THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAW RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA thatthe Company that as of the date hereof and as of the closing of the Financing: 7.1 (a) Holder is acquiring has full power and authority to enter into this Agreement. Upon execution, this Agreement will constitute a valid and legally binding obligation of Holder, enforceable in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) laws relating to the Warrants availability of specific performance, injunctive relief or other equitable remedies. (b) The Conversion Securities will be acquired for its investment for Holder’s own account, for investment purposes only. 7.2 Holder understands that an investment in not as a nominee or agent, and not with a view to the Warrants involves a high degree resale or distribution of riskany part thereof, and Holder has no present intention of selling, granting any participation in or otherwise distributing the financial ability to same except in compliance with applicable U.S. securities laws. (c) Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”). (d) Holder is an experienced investor in securities of companies in the development stage, can bear the economic risk of this investment in the Warrantsits investment, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs total loss, and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and or business matters that it is capable of evaluating the merits and risks of an the investment in the Warrants Conversion Securities. Holder has conducted his own due diligence review of the Company and in protecting its own interest in connection with this transactionreceived copies or originals of all documents he has requested from the Company. 7.4 (e) Holder understands that the Warrants have not been registered issuance of the Conversion Securities is exempt from registration under the Securities Act or under any state securities laws. Holder is familiar with by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent and Rule 144 thereunder and the accuracy of Holder’s representations as expressed herein. Holder understands that the restrictions on transfer on Conversion Securities are characterized as “restricted securities” under applicable U.S. federal and state securities laws. (f) Holder acknowledges and agrees that the Warrants Conversion Securities may result in Holder being be required to hold be subject to a lock-up agreement in connection with the Warrants for an indefinite period of time. 7.5 Financing. Holder agrees not to sell, transfer, assign, gift, create execute a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee lock-up agreement with the Securities Actrelevant underwriters of such Financing in customary form consistent with this section.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA thatParent as follows: 7.1 1.1. Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in holder of the Warrants involves a high degree number of riskstock options of the Company set forth beneath Holder’s signature on the signature page hereof (the “Company Options”), and Holder has good and valid title to the financial ability Company Options, free and clear of any liens, pledges, security interests, adverse claims, equities, options, proxies, charges, encumbrances or restrictions of any nature. Pursuant to bear the economic risk Merger Agreement and the Cancellation and Exchange Agreement, Holder’s Company Options will be cancelled and exchanged for a Stock Grant representing the number of this investment shares of Parent Common Stock as set forth beneath Holder’s signature on the signature page hereof. Holder will have good and valid title to the Stock Grant, free and clear of any liens, pledges, security interests, adverse claims, equities, options, proxies, charges, encumbrances or, except as set forth herein, restrictions of any nature. Holder’s Stock Grant will be subject to the prohibitions against transfer as set forth in the Warrants, including a complete loss of such investmentSection 2 hereof. 1.2. Holder has adequate means for providing for its current financial needs and carefully read this Lock-Up Agreement and, to the extent Holder deemed necessary, has no need for liquidity discussed with respect counsel the limitations imposed on Holder’s ability to sell, transfer or otherwise dispose of shares of Parent Common Stock, including the shares attributable to the Stock Grant. Holder fully understands the limitations this investmentLock-up Agreement places upon Holder’s ability to sell, transfer or otherwise dispose of the shares of Parent Common Stock, including the shares attributable to the Stock Grant. 7.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrants and in protecting its own interest in connection with this transaction. 7.4 1.3. Holder understands that the Warrants have not been registered under the Securities Act or under any state securities laws. Holder is familiar representations, warranties and covenants set forth in this Lock-Up Agreement will be relied upon by Parent and its counsel for purposes of determining whether Parent should proceed with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of timeMerger. 7.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities Act.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA and covenants with the Company and each officer, director, and agent of the Company that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment2.1. Holder has adequate means for providing for its current financial needs all requisite capacity to enter into the Agreement and has no need for liquidity with respect to this investmentperform all the obligations required to be performed by Holder thereunder and hereunder. 7.3 2.2. Holder has such knowledge knowledge, skill and experience in business, financial and business investment matters so that it Holder is capable of evaluating the merits and risks of an investment in this Warrant and the Warrants Common Stock issuable hereunder (the "Securities") and has the ability to suffer the total loss of the investment. To the extent necessary, Holder has retained, at Holder's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Warrant and owning the Securities. Holder further represents that it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Securities, the business of the Company, and to obtain additional information to such Holder's satisfaction. 2.3. Holder is an "accredited investor" as defined in protecting its own interest Rule 501(a) under the Act. Holder agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with this transactionthe purchase and sale of the Securities. 7.4 2.4. Holder is acquiring the Securities solely for its own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. Holder understands that the Warrants Securities have not been registered under the Securities Act Act, or under any state securities lawslaws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of Holder and of the other representations made by Holder in this Warrant. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on Company is relying upon the Warrants may result representations and agreements contained in Holder being required to hold this Warrant (and any supplemental information) for the Warrants purpose of determining whether this transaction meets the requirements for an indefinite period of timesuch exemptions. 7.5 2.5. Holder acknowledges and agrees not to sell, transfer, assign, gift, create that this Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a security interest in, or otherwise dispose of, with or without consideration legend in substantially the following form (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition in addition to any such Transferlegend required by state securities law): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities ActAS AMENDED (THE "ACT"), if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities ActOR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE "LAW"), INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities ActAND THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAW RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA CDK that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment ixxxxxxent in the Warrants, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrants and in protecting its own interest in connection with this transaction. 7.4 Holder understands that the Warrants have not been registered under the Securities Act of 1933, as amended (the "SECURITIES ACT") or under any state securities laws. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder agrees not to sell, transfer, assign, gift, create a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”"TRANSFER") any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition to any such Transfer, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA CDK any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA CDK may require the contemplated transferee to furnish INCA CDK with an investment letter setting forth such information and agreements as may be reasonably requested by INCA CDK to ensure compliance by such transferee with the Securities Act.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA and covenants with the Company and each officer, director, and agent of the Company that: 7.1 Holder is acquiring the Warrants for its own account, for investment purposes only. 7.2 Holder understands that an investment in the Warrants involves a high degree of risk, and Holder has the financial ability to bear the economic risk of this investment in the Warrants, including a complete loss of such investment2.1. Holder has adequate means for providing for its current financial needs all requisite capacity to enter into the Agreement and has no need for liquidity with respect to this investmentperform all the obligations required to be performed by Holder thereunder and hereunder. 7.3 2.2. Holder has such knowledge knowledge, skill and experience in business, financial and business investment matters so that it Holder is capable of evaluating the merits and risks of an investment in this Warrant and Common Stock issuable hereunder (the Warrants "SECURITIES") and has the ability to suffer the total loss of the investment. To the extent necessary, Holder has retained, at Holder's own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Warrant and owning the Securities. Holder further represents that it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Securities, the business of the Company, and to obtain additional information to such Holder's satisfaction. 2.3. Holder is an "accredited investor" as defined in protecting its own interest Rule 501(a) under the Act. Holder agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with this transactionthe purchase and sale of the Securities. 7.4 2.4. Holder is acquiring the Securities solely for its own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. Holder understands that the Warrants Securities have not been registered under the Securities Act Act, or under any state securities lawslaws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of Holder and of the other representations made by Holder in this Warrant. Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions on transfer on Company is relying upon the Warrants may result representations and agreements contained in Holder being required to hold this Warrant (and any supplemental information) for the Warrants purpose of determining whether this transaction meets the requirements for an indefinite period of timesuch exemptions. 7.5 2.5. Holder acknowledges and agrees not to sell, transfer, assign, gift, create that this Warrant and all shares of Common Stock issued upon exercise hereof shall be stamped or imprinted with a security interest in, or otherwise dispose of, with or without consideration legend in substantially the following form (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities Act or an exemption from registration. As a further condition in addition to any such Transferlegend required by state securities law): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except in the event that such Transfer is made pursuant to an effective registration statement under the Securities ActAS AMENDED (THE "ACT"), if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities ActOR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION (THE "LAW"), INCA may require the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities ActAND THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDER THE LAW RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SAID REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT AND LAW, RESPECTIVELY.

Representations and Warranties of Holder. Holder hereby represents and warrants to INCA thatwith the Company as follows: 7.1 (a) Holder has either (i) a preexisting personal or business relationship with the Company or one or more of its officers, directors or controlling persons, or (ii) by reason of Holder’s business or financial experience has the capacity to protect Holder’s own interests in connection with this investment, to evaluate this investment, to conduct such factual and legal investigation as Holder deems appropriate and to bear the substantial risks inherent in this investment. (b) Holder is acquiring the Warrants for its own accountexperienced in evaluating and investing in securities of companies experiencing financial difficulties, for investment purposes only. 7.2 Holder understands that an investment the Company is unable to pay its existing obligations as they become due, acknowledges that there are substantial risks involved in the Warrants involves a high degree of riskthis investment, and Holder has the financial ability is able to fend for Holder, can bear the economic risk of this investment in the Warrantsinvestment, including a complete loss of such investment. Holder has adequate means for providing for its current financial needs and has no need for liquidity with respect to this investment. 7.3 Holder has such knowledge and experience in financial and business matters that it Holder is capable of evaluating the merits and risks of this investment. (c) The Warrant and the shares of stock issuable upon exercise of this Warrant (collectively the “Securities”) will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the 1933 Act, and Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. (d) Holder believes that Holder has received or has had full access to all the information Holder considers necessary or appropriate to make an informed investment in decision with respect to the Warrants Securities, including without limitation all reports filed by the Company with the Securities and in protecting its own interest Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Holder acknowledges that the Company has made available to Holder the opportunity to ask questions and receive answers from the Company regarding the business, prospects and financial condition of the Company, and to examine any document, matter or information that Holder considers relevant or appropriate in connection with this transactioninvestment. To the extent that Holder has not sought information regarding any particular matter, Holder represents that Holder had no interest in doing so and that such matters are not material to Holder in connection with this investment. Holder has accepted the responsibility for conducting Holder’s own investigation and obtaining for Holder, from the above sources and other sources, such information as to the foregoing and all other subjects as Holder deems relevant or appropriate in connection with this investment. 7.4 (e) Holder is an "accredited investor" within the meaning of Regulation D promulgated under the 1933 Act. (f) Holder understands that the Warrants have Securities are characterized as “restricted securities”under the 1933 Act and Rule 144 promulgated thereunder inasmuch as they are being acquired from the Company in a transaction not been registered involving a public offering, and that under the 1933 Act and applicable regulations thereunder the Securities may be resold without registration under the 1933 Act or under any state securities lawsonly in certain limited circumstances. In this connection, Holder represents that Holder is familiar with Rule 144, as presently in effect, and understands the provisions resale limitations imposed thereby and by the 1933 Act. Holder understands that the Company is under no obligation to register any of the Securities. (g) At no time was Holder presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Securities. (h) Without in any way limiting the representations set forth above, Holder further agrees not to make any disposition of all or any portion of the Securities Act unless and Rule 144 thereunder and understands that the restrictions on transfer on the Warrants may result until: (i) there is then in Holder being required to hold the Warrants for an indefinite period of time. 7.5 Holder agrees not to sell, transfer, assign, gift, create effect a security interest in, or otherwise dispose of, with or without consideration (collectively, “Transfer”) any of the Warrants except pursuant to an effective registration statement under the Securities 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) Holder shall have notified the Company of the proposed disposition, and shall have furnished the Company with a statement of the circumstances surrounding the proposed disposition, and, at the expense of Holder or its transferee, with an exemption from registration. As a further condition opinion of counsel, reasonably satisfactory to any such Transferthe Company, except in the event that such Transfer is made pursuant to an effective disposition will not require registration statement under the Securities Act, if in the reasonable opinion of counsel to INCA any Transfer of the Warrants by the contemplated transferee thereof would not be exempt from the registration and prospectus delivery requirements of the Securities Act, INCA may require under the contemplated transferee to furnish INCA with an investment letter setting forth such information and agreements as may be reasonably requested by INCA to ensure compliance by such transferee with the Securities Act.