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

Representations and Warranties of the Holder. (a) The 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 all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Sellers as follows: (a) The Holder (i) is the record and beneficial owner of the Common Stock and other securities of the Company set forth on Schedule A (collectively, the “Existing Stock”), free and clear of any Encumbrances of any nature whatsoever (other than pursuant to (x) applicable restrictions on transfer under applicable securities laws, or (y) this Agreement), and (ii) does not beneficially own any securities of the Company (including options, warrants or convertible securities) other than the Existing Stock. (b) Except as set forth on Schedule A, the Holder has the sole right to Transfer, to vote and to direct the voting of the Existing Stock (or, if this Agreement also is signed by the Holder’s spouse, the Holder and his or her spouse, if applicable, together have the sole right to Transfer, to vote and to direct the voting of the Existing Stock), and none of the Existing Stock are subject to any voting trust or other agreement, arrangement or restriction with respect to the Transfer or the voting of the Existing Stock, except as set forth in this Agreement. (c) The Holder, if not a natural person: (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is not in violation of any of the jurisdiction in which it is organized. provision of the Holder’s organizational documents, and (biii) The Holder has all the requisite powercorporate, company, partnership or other power and authority to execute and capacity to enter into deliver this Agreement and the Proxy, to consummate the transactions contemplated herebyhereby and thereby and to comply with the terms hereof and thereof. The execution, execution and delivery and performance by the Holder of this Agreement, Agreement and the Proxy, the consummation by the Holder of the transactions contemplated hereby and thereby and the compliance by the Holder, Holder with the provisions hereof and thereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of the Holder, and no other corporate, company, partnership or other proceedings on the part of the Holder are necessary to authorize this Agreement and the executionProxy, delivery to consummate the transactions contemplated hereby and thereby or performance to comply with the provisions hereof or thereof. (d) Each of this Agreement or and the consummation of any of the transactions contemplated hereby. (c) This Agreement Proxy has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation of the Holder, Holder and is enforceable against the Holder in accordance with its terms, except as such enforceability may be subject to limitations on enforcement by general principles of equity applicable bankruptcy, reorganization, insolvency, moratorium and by bankruptcy or other laws similar Laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered generally and sold in reliance on specific provisions by general principles of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsequity. (e) The Holder owns execution and holds, beneficially delivery of this Agreement and of recordthe Proxy, the entire rightconsummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof do not and will not conflict with, titleor result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of the Holder, if applicable, (ii) any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Holder or its properties or assets, or (iii) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Holder is a party or by which the Holder or the Holder’s assets are bound. The execution and delivery by the Holder of this Agreement does not, and interest the performance of the Holder’s obligations hereunder does not, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any person or Governmental Authority, other than any filings as may be required under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder. (f) There is no action, suit, investigation, complaint or other proceeding pending against, involving or affecting the Holder or the Existing Stock or, to the knowledge of the Holder, any other person, or, to the knowledge of the Holder, threatened against, involving or affecting the Holder or the Existing Stock or any other person that would reasonably be expected to restrict or prohibit (or, if successful, would restrict or prohibit) the performance by the Holder of its obligations under this Agreement. (g) The Holder understands and acknowledges that Parent and Sellers are entering into the Purchase Agreement in reliance upon the Holder’s execution, delivery and performance of this Agreement. The Holder is sophisticated holder with respect to the Existing Warrants free Stock and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than adequate information concerning the transactions contemplated hereby and by the Purchase Agreement and concerning the business and financial condition of the Company to make an informed decision regarding the matters referred to herein and has independently, without reliance upon Parent, Sellers or any of their respective Affiliates, and based on such information as the Holder has deemed appropriate, made the Holder’s own analysis and decision to enter into this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. The Holder represents and warrants to the Company as follows: (a) The Holder Holder, if other than a natural person, is an entity duly organized, validly existing and in good standing under the laws of the state or other jurisdiction in which it is organized. (b) of its incorporation or formation. The Holder has the corporate, partnership or other power and authority under applicable law to execute and deliver this Agreement and consummate the transactions contemplated hereby, and has all requisite powernecessary authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and consummate the transactions contemplated hereby. The Holder has taken all necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby by hereby. The Holder, if a natural person, is an individual residing at that location set forth on the signature page hereof, with competence and authority under applicable law to execute and deliver, and to perform the Holder’s obligations under, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of and consummate the transactions contemplated hereby. (cb) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement except as enforceability may be limited by general principles of equity and by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generallygenerally and general equitable principles regardless of whether enforceability is considered in a proceeding at law or in equity. (c) The execution and delivery by the Holder of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by the Holder with the terms and provisions hereof, will not result in a default under (or give any other party the right, with the giving of notice or the passage of time (or both), to declare a default or accelerate any obligation under) or violate any charter or similar documents of the Holder, if other than a natural person, or any contract or agreement to which the Holder is a party or by which it or any of its properties or assets are bound, or violate any requirements of law, rule or order applicable to the Holder, other than such violations or defaults which, individually and in the aggregate do not and will not have a material adverse effect on the Holder. (d) The No consents, filings, authorizations or actions of any governmental authority are required for the Holder’s execution, delivery and performance of this Agreement. No consent, approval, waiver or other action by any person under any contract or agreement to which the Holder understands that is a party or by which the Exchange Shares Holder or any of its properties or assets are being offered bound is required or necessary for the execution, delivery and sold in reliance on specific provisions performance by the Holder of federal this Agreement and state securities laws, specifically Section 3(a)(9) the consummation of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawstransactions contemplated hereby. (e) The Holder owns is the sole beneficial and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose record owner of the Existing Warrants Outstanding Securities, free and clear of any Lien liens, claims, or encumbrances and other restrictions of any kind. The Holder has not sold or otherwise disposed of, or granted any options or rights to purchase, and the Holder has not entered into any agreement obligating the Holder to sell or otherwise dispose of, or to grant options or rights to purchase or otherwise acquire, any of Outstanding Securities, except to the Company hereunder. (f) The Holder is acquiring the Exchange Securities hereunder and, if applicable, the New Class C Warrants for its own account and with no present intention of distributing or selling such Exchange Securities or the New Class C Warrants, and no one other than restrictions the Holder has any beneficial interest in such Exchange Securities or New Class C Warrants. The Holder understands that the issuance by the Company of the Exchange Securities being acquired by the Holder hereunder and, if applicable, the New Class C Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of their contemplated issuance in transactions exempt from the registration and applicable prospectus delivery requirements of the Securities Act pursuant to Sections 3(a)(9) and 4(2) thereof and the Rules and Regulations promulgated thereunder, and that the reliance of the Company on such exemption from registration is predicated in part on the representations and warranties of the Holder set forth herein. The Holder acknowledges that its ability to transfer the Exchange Securities and the New Class C Warrants is subject to certain restrictions as set forth in Section 6 of this Agreement. (g) The Holder is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act (a copy of which has been provided to the Holder), and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment to be made by it hereunder. (h) The Holder has received from the Company, and has reviewed, such information as the Holder considers necessary or appropriate to evaluate the risks and merits of an investment in the Exchange Securities, including, without limitation, the Company’s 2008 Annual Report on Form 10-K and the risk factors relating to an investment in securities of the Company included as Item 1A thereof and a description of the changes made to the Debenture by the Amended Debenture, copies of which have been provided to Holder. (i) The Holder has had the opportunity to question and has questioned, to the extent deemed necessary or appropriate, representatives of the Company so as to receive answers and verify information obtained in the Holder’s examination of the Company, including the information that the Holder has received and reviewed as referenced in Section 2(h) hereof in relation to its investment in the Exchange Securities and the New Class C Warrants. (j) No oral or written representations have been made to the Holder in connection with the Holder’s acquisition of the Exchange Securities and the New Class C Warrants that were in any way inconsistent with the information reviewed by the Holder. The Holder acknowledges that no representations or warranties of any type or description have been made to it by any Person with regard to the Company, its business, properties or prospects or the investment contemplated herein, other than the representations and warranties set forth in Section 3 hereof and that other holders of the Company’s 8% Convertible Debentures may receive different consideration for their securities than the securities offered to the Holder hereunder. (k) Holder, individually and/or together with its professional advisors, has such knowledge and experience in financial, tax and business matters, including substantial experience in evaluating and investing in securities of publicly-held companies (including the securities of speculative companies), so as to enable the Holder to use the information referred to in Section 2(h) hereof and any other information made available by the Company to the Holder in order to evaluate the merits and risks of an investment in the Exchange Securities and the New Class C Warrants and to make an informed investment decision with respect thereto. (l) The Holder is not relying on the Company or on any legal or other opinion in the materials reviewed by the Holder with respect to the financial or tax considerations of the Holder relating to its investment in the Exchange Securities or the Class C Warrants. The Holder has relied solely on the representations, warranties, covenants and agreements of the Company in this Agreement (including the Exhibits and Schedules hereto) and on its examination and independent investigation in making its decision to acquire the Exchange Securities and Class C Warrants. (m) The Holder recognizes that an investment in the Exchange Securities and the Class C Warrants involves substantial risks, including loss of the entire amount of such investment. Further, the Holder has carefully read and considered the matters set forth as “Risk Factors” in Item 1A of the Company’s 2008 Annual Report on Form 10-K and has taken full cognizance of and understands all of the risks related to the acquisition of the Exchange Securities and the Class C Warrants. (n) The Holder is not acquiring the Exchange Securities or the New Class C Warrants as a result of, or pursuant to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. (o) By virtue of its ownership of the Outstanding Securities, the Holder (i) has a pre-existing business relationship with the Company, or one of its officers or directors and (ii) by reason of the Holder’s business or financial experience or the business or financial experience of the Holder’s professional advisors who are unaffiliated with, and who are not compensated by, the Company or any affiliate of the Company, directly or indirectly, can be reasonably assumed to have the capacity to protect the Holder’s interests in connection with the investment in the Exchange Securities and the New Class C Warrants. (p) If the Holder is a natural person, the Holder has reached the age of majority in the state securities laws. Other than in which he or she resides, has adequate means of providing for his or her current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Exchange Securities and the New Class C Warrants for an indefinite period of time, has no need for liquidity in such investment, and at the present time could afford a complete loss of such investment. (q) The Holder has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions in connection with the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futurehereby.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Warrant Shares, the Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited partnership under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited liability company power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited partnership action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against Warrant is issued to the Holder in accordance reliance upon the Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Xxxxxx’s own account, not as a nominee or agent, and not with its termsa view to the resale or distribution of any part thereof other than to an affiliate, subject and that Xxxxxx has no present intention of selling, granting any participation in, or otherwise distributing the same other than to limitations on enforcement by general principles an affiliate. By executing this Warrant, Holder further represents that Xxxxxx does not have any contract, undertaking, agreement or arrangement with any person, other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of equity and by bankruptcy the Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Xxxxxx’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. The Holder represents and warrants to, and agrees with, the Issuer that: (a) The Holder has been duly organized and is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) The Holder has all requisite powerof its organization, with company power and authority to execute, deliver and capacity to enter into perform the terms of this Agreement and to consummate the transactions contemplated hereby. The Exchange and has taken all necessary company action to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (cb) This Agreement has been duly and validly executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by bankruptcy, insolvency or other similar laws of general application affecting creditors’ rights and general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallyequity. (dc) The Holder understands that Neither the Exchange Shares are being offered execution and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of delivery by the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of recordthis Agreement, the entire rightcompliance by the Holder with the terms and conditions hereof, title, and interest in and to nor the Existing Warrants free and clear consummation by the Holder of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreementhereby will (i) violate, there is no outstanding vote, plan, pending proposalresult in a breach of, or constitute a default under its constitutional or other right governing documents, if any, (ii) violate, result in a breach of, or constitute a default under (with or without notice or lapse of time, or both), in each case in any material respect, any agreement, instrument, judgment, order or decree to which the Holder is a party or is otherwise bound or give to others any material rights or interests (including rights of purchase, termination, cancellation or acceleration) under any such agreement or instrument or (iii) conflict with or violate in any material respect any applicable laws. The execution, delivery and performance of this Agreement by the Holder and the consummation of the transactions contemplated hereby do not and will not require any permit of, or filing with or notification to, any Governmental Entity except, as applicable, requirements under the Exchange Act and the rules and regulations promulgated thereunder. “Governmental Entity” means, in any jurisdiction, any (i) federal, state, local, foreign or international government; (ii) court, arbitral or other tribunal; (iii) governmental or quasi-governmental authority of any person to acquire all nature (including any political subdivision, instrumentality, branch, department, official or any portion of the Existing Warrants. As used hereinentity); or (iv) agency, “Liens” shall mean any security commission, authority or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional salebody exercising, or other title claim entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or retention agreement, interest taxing authority or other right or claim power of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futurenature.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Warrant Shares, the Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited liability company power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited liability company action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against Warrant is issued to the Holder in accordance reliance upon the Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Xxxxxx’s own account, not as a nominee or agent, and not with its termsa view to the resale or distribution of any part thereof other than to an affiliate, subject and that Xxxxxx has no present intention of selling, granting any participation in, or otherwise distributing the same other than to limitations on enforcement by general principles an affiliate. By executing this Warrant, Holder further represents that Xxxxxx does not have any contract, undertaking, agreement or arrangement with any person, other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of equity and by bankruptcy the Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Xxxxxx’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. The Holder represents and warrants to the Company as follows: (a) The Holder Holder, if other than a natural person, is an entity duly organized, validly existing and in good standing under the laws of the state or other jurisdiction in which it is organized. (b) of its incorporation or formation. The Holder has the corporate, partnership or other power and authority under applicable law to execute and deliver this Agreement and consummate the transactions contemplated hereby, and has all requisite powernecessary authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and consummate the transactions contemplated hereby. The Holder has taken all necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby by hereby. The Holder, if a natural person, is an individual residing at that location set forth on the signature page hereof, with competence and authority under applicable law to execute and deliver, and to perform the Holder’s obligations under, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of and consummate the transactions contemplated hereby. (cb) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement except as enforceability may be limited by general principles of equity and by bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generallygenerally and general equitable principles regardless of whether enforceability is considered in a proceeding at law or in equity. (c) The execution and delivery by the Holder of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by the Holder with the terms and provisions hereof, will not result in a default under (or give any other party the right, with the giving of notice or the passage of time (or both), to declare a default or accelerate any obligation under) or violate any charter or similar documents of the Holder, if other than a natural person, or any contract or agreement to which the Holder is a party or by which it or any of its properties or assets are bound, or violate any requirements of law, rule or order applicable to the Holder, other than such violations or defaults which, individually and in the aggregate do not and will not have a material adverse effect on the Holder. (d) The No consents, filings, authorizations or actions of any governmental authority are required for the Holder’s execution, delivery and performance of this Agreement. No consent, approval, waiver or other action by any person under any contract or agreement to which the Holder understands that is a party or by which the Exchange Shares Holder or any of its properties or assets are being offered bound is required or necessary for the execution, delivery and sold in reliance on specific provisions performance by the Holder of federal this Agreement and state securities laws, specifically Section 3(a)(9) the consummation of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawstransactions contemplated hereby. (e) The Holder owns is the sole beneficial and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose record owner of the Existing Warrants Outstanding Securities, free and clear of any Lien liens, claims, or encumbrances and other restrictions of any kind. The Holder has not sold or otherwise disposed of, or granted any options or rights to purchase, and the Holder has not entered into any agreement obligating the Holder to sell or otherwise dispose of, or to grant options or rights to purchase or otherwise acquire, any of Outstanding Securities, except to the Company hereunder. (f) The Holder is acquiring the Exchange Securities hereunder and, if applicable, the New Class C Warrants for its own account and with no present intention of distributing or selling such Exchange Securities or New Class C Warrants, and no one other than restrictions the Holder has any beneficial interest in such Exchange Securities or New Class C Warrants. The Holder understands that the issuance by the Company of the Exchange Securities being acquired by the Holder hereunder and, if applicable, the New Class C Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of their contemplated issuance in transactions exempt from the registration and applicable prospectus delivery requirements of the Securities Act pursuant to Sections 3(a)(9) and 4(2) thereof and the Rules and Regulations promulgated thereunder, and that the reliance of the Company on such exemption from registration is predicated in part on the representations and warranties of the Holder set forth herein. The Holder acknowledges that its ability to transfer the Exchange Securities and the New Class C Warrants is subject to certain restrictions as set forth in Section 9 of this Agreement. (g) The Holder is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act (a copy of which has been provided to the Holder), and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment to be made by it hereunder. (h) The Holder has received from the Company, and has reviewed, such information as the Holder considers necessary or appropriate to evaluate the risks and merits of an investment in the Exchange Securities, including, without limitation, the Company’s 2008 Annual Report on Form 10-K and the risk factors relating to an investment in securities of the Company included as Item 1A thereof and a description of the Series A Preferred, copies of which have been provided to Holder. (i) The Holder has had the opportunity to question and has questioned, to the extent deemed necessary or appropriate, representatives of the Company so as to receive answers and verify information obtained in the Holder’s examination of the Company, including the information that the Holder has received and reviewed as referenced in Section 4(h) hereof in relation to its investment in the Exchange Securities and the New Class C Warrants. (j) No oral or written representations have been made to the Holder in connection with the Holder’s acquisition of the Exchange Securities or the New Class C Warrants that were in any way inconsistent with the information reviewed by the Holder. The Holder acknowledges that no representations or warranties of any type or description have been made to it by any Person with regard to the Company, its business, properties or prospects or the investment contemplated herein, other than the representations and warranties set forth in Section 5 hereof and that other holders of the Company’s 8% Convertible Debentures may receive different consideration for their securities than the securities offered to the Holder hereunder. (k) Holder, individually and/or together with its professional advisors, has such knowledge and experience in financial, tax and business matters, including substantial experience in evaluating and investing in securities of publicly-held companies (including the securities of speculative companies), so as to enable the Holder to use the information referred to in Section 4(h) hereof and any other information made available by the Company to the Holder in order to evaluate the merits and risks of an investment in the Exchange Securities and the New Class C Warrants and to make an informed investment decision with respect thereto. (l) The Holder is not relying on the Company or on any legal or other opinion in the materials reviewed by the Holder with respect to the financial or tax considerations of the Holder relating to its investment in the Exchange Securities or the New Class C Warrants. The Holder has relied solely on the representations, warranties, covenants and agreements of the Company and Brand in this Agreement (including the Exhibits and Schedules hereto) and on its examination and independent investigation in making its decision to acquire the Exchange Securities and the Class C Warrants. (m) The Holder recognizes that an investment in the Exchange Securities and the New Class C Warrants involves substantial risks, including loss of the entire amount of such investment. Further, the Holder has carefully read and considered the matters set forth as “Risk Factors” in Item 1A of the Company’s 2008 Annual Report on Form 10-K and has taken full cognizance of and understands all of the risks related to the acquisition of the Exchange Securities and the New Class C Warrants. (n) The Holder is not acquiring the Exchange Securities or the New Class C Warrants as a result of, or pursuant to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. (o) By virtue of its ownership of the Outstanding Securities, the Holder (i) has a pre-existing business relationship with the Company, or one of its officers or directors and (ii) by reason of the Holder’s business or financial experience or the business or financial experience of the Holder’s professional advisors who are unaffiliated with, and who are not compensated by, the Company or any affiliate of the Company, directly or indirectly, can be reasonably assumed to have the capacity to protect the Holder’s interests in connection with the investment in the Exchange Securities and the New Class C Warrants. (p) If the Holder is a natural person, the Holder has reached the age of majority in the state securities laws. Other than in which he or she resides, has adequate means of providing for his or her current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Exchange Securities and the New Class C Warrants for an indefinite period of time, has no need for liquidity in such investment, and at the present time could afford a complete loss of such investment. (q) The Holder has not incurred any obligation for any finder’s or broker’s or agent’s fees or commissions in connection with the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futurehereby.

Representations and Warranties of the Holder. The Holder hereby makes the following representations and warranties, each of which is true and correct on the date hereof. (a) The Holder is an individual or is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organizedof its organization. (b) The Holder has the power and authority to execute, deliver and perform this Agreement, and the Holder is an individual or has taken all requisite power, authority and capacity necessary corporate action to enter into this Agreement and consummate authorize the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) . This Agreement has been duly executed and delivered by constitutes the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legalauthorized, valid and legally binding obligation obligations of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to limitations on (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement by of Holder’s rights generally, and (b) general principles of equity. (c) The Holder has good and valid title to the Warrant, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity and by bankruptcy or other laws affecting adverse claim thereto. The Holder has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of the enforcement Warrant or its rights in such Warrant, or (ii) given any person or entity any transfer order, power of creditors’ rights generallyattorney or other authority of any nature whatsoever with respect to such Warrant which would limit the Holder’s power to exchange the Warrant hereunder. (d) The Exchange Shares to be received by the Holder hereunder will be acquired for such Holder’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Act, and such Holder has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act without prejudice, however, to such Holder’s right at all times to sell or otherwise dispose of all or any part of such Exchange Shares in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Holder to hold the Exchange Shares for any period of time. Such Holder is not a broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or an entity engaged in a business that would require it to be so registered. (e) The Holder has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the issuance of the Exchange Shares. Neither such inquiries nor any other due diligence investigation conducted by such Holder shall modify, amend or affect such Holder’s right to rely on the Company’s representations and warranties contained in this Agreement. (f) The Holder understands that the Exchange Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. (g) No person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company, any subsidiary of the Company or any shareholder of the Company for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Holder. (h) The Holder understands that the Exchange Shares are being offered and sold issued to it in reliance on upon specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is relying upon the truth and accuracy of of, and such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the such Holder set forth herein for purposes in order to determine the availability of qualifying for such exemptions from registration under and the Securities Act and applicable state securities laws. (e) The eligibility of such Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureSecurities.

Representations and Warranties of the Holder. (a) The Holder, by acceptance of this Note, represents and warrants as to itself only and not as to any other Note Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.as follows: (bi) The the Holder has all requisite power, authority the power to make and capacity to enter into perform its obligations under this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this AgreementNote, and the consummation of the transactions contemplated hereby by the Holderwhen fully executed, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or Note will constitute the legal, valid and binding obligation obligations of the Holder, enforceable against the Holder in accordance with its terms, subject only to limitations on enforcement by general principles of equity bankruptcy and by bankruptcy or other similar laws affecting the enforcement of creditors’ rights generally. ; (dii) The the execution, delivery and performance of this Note by the Holder have been duly authorized by all necessary actions, and do not and will not violate any provision of law or regulation; (iii) the Note and Warrant are being or will be acquired by the Holder for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof in any transaction which would be in violation of state or federal securities laws; (iv) the Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (v) the Holder understands that (A) the Exchange Shares are being offered Note and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Warrant constitute “restricted securities” under the Securities Act, (B) the offer and sale of the Note and the Warrant is not registered under the Securities Act or under any “blue sky” laws in reliance upon certain exemptions from such registration and that the Company Maker is relying upon on the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of representations made herein by the Holder set forth herein for purposes in its determination of qualifying for whether such specific exemptions are available, and (C) the Note and the Warrant may not be transferred except pursuant to an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act and under applicable state securities laws. “blue sky” laws or in a transaction exempt from such registration; and (evi) The the Holder owns and holds, beneficially and of record, the entire right, title, and interest in and has made its own investment decision with respect to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose purchase of the Existing Warrants free Note and clear of the Warrant and has not relied on any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by Note Holder in making this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futuredecision.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Sellers as follows: (a) The Holder (i) is the record and beneficial owner of the Common Stock and other securities of the Company set forth on Schedule A (collectively, the “Existing Stock”), free and clear of any Encumbrances of any nature whatsoever (other than pursuant to (x) applicable restrictions on transfer under applicable securities laws, (y) restrictions on transfer pursuant to that certain Stock Escrow Agreement, dated as of July 27, 2017, to which the Holder and the Company are parties or (z) this Agreement), and (ii) does not beneficially own any securities of the Company (including options, warrants or convertible securities) other than the Existing Stock. (b) Except as set forth on Schedule A, the Holder has the sole right to Transfer, to vote and to direct the voting of the Existing Stock (or, if this Agreement also is signed by the Holder’s spouse, the Holder and his or her spouse, if applicable, together have the sole right to Transfer, to vote and to direct the voting of the Existing Stock), and none of the Existing Stock are subject to any voting trust or other agreement, arrangement or restriction with respect to the Transfer or the voting of the Existing Stock, except as set forth in this Agreement. (c) The Holder, if not a natural person: (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is not in violation of any of the jurisdiction in which it is organized. provision of the Holder’s organizational documents, and (biii) The Holder has all the requisite powercorporate, company, partnership or other power and authority to execute and capacity to enter into deliver this Agreement and the Proxy, to consummate the transactions contemplated herebyhereby and thereby and to comply with the terms hereof and thereof. The execution, execution and delivery and performance by the Holder of this Agreement, Agreement and the Proxy, the consummation by the Holder of the transactions contemplated hereby and thereby and the compliance by the Holder, Holder with the provisions hereof and thereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of the Holder, and no other corporate, company, partnership or other proceedings on the part of the Holder are necessary to authorize this Agreement and the executionProxy, delivery to consummate the transactions contemplated hereby and thereby or performance to comply with the provisions hereof or thereof. (d) Each of this Agreement or and the consummation of any of the transactions contemplated hereby. (c) This Agreement Proxy has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation of the Holder, Holder and is enforceable against the Holder in accordance with its terms, except as such enforceability may be subject to limitations on enforcement by general principles of equity applicable bankruptcy, reorganization, insolvency, moratorium and by bankruptcy or other laws similar Laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered generally and sold in reliance on specific provisions by general principles of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsequity. (e) The Holder owns execution and holds, beneficially delivery of this Agreement and of recordthe Proxy, the entire rightconsummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof do not and will not conflict with, titleor result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of the Holder, if applicable, (ii) any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Holder or its properties or assets, or (iii) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Holder is a party or by which the Holder or the Holder’s assets are bound. The execution and delivery by the Holder of this Agreement does not, and interest the performance of the Holder’s obligations hereunder does not, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any person or Governmental Authority, other than any filings as may be required under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder. (f) There is no action, suit, investigation, complaint or other proceeding pending against, involving or affecting the Holder or the Existing Stock or, to the knowledge of the Holder, any other person, or, to the knowledge of the Holder, threatened against, involving or affecting the Holder or the Existing Stock or any other person that would reasonably be expected to restrict or prohibit (or, if successful, would restrict or prohibit) the performance by the Holder of its obligations under this Agreement. (g) The Holder understands and acknowledges that Parent and Sellers are entering into the Purchase Agreement in reliance upon the Holder’s execution, delivery and performance of this Agreement. The Holder is sophisticated holder with respect to the Existing Warrants free Stock and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than adequate information concerning the transactions contemplated hereby and by the Purchase Agreement and concerning the business and financial condition of the Company to make an informed decision regarding the matters referred to herein and has independently, without reliance upon Parent, Sellers or any of their respective Affiliates, and based on such information as the Holder has deemed appropriate, made the Holder’s own analysis and decision to enter into this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Shares, Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited liability company power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited liability company action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement Warrant is issued to Holder in reliance upon Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an affiliate, and that Holder has been duly executed and delivered by no present intention of selling, granting any participation in, or otherwise distributing the Holdersame other than to an affiliate. By executing this Warrant, andHolder further represents that Holder does not have any contract, assuming due execution and delivery by the Companyundertaking, constitutes agreement or will constitute the legalarrangement with any person, valid and binding obligation other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Holder’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. The Holder hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) The if such Holder is duly organizedan entity, validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) The Holder has all the requisite power, corporate power and authority and legal capacity to enter into into, and to carry out its obligations under, this Agreement and consummate the transactions contemplated herebyAgreement. The execution, delivery and performance by the Holder of this Agreement, Agreement and the consummation by the Holder of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary corporate action on the part of the Holder, and no other proceedings on the part of . (b) if the Holder are necessary is a natural person, the Holder has the requisite power, capacity and authority to authorize the executionexecute, delivery or performance of deliver and perform its obligations under this Agreement or the consummation of any of the transactions contemplated herebyAgreement. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation of the Holder, enforceable against the Holder it in accordance with its terms, subject to limitations on enforcement by applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting rights of creditors and general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallyequity. (d) The Holder and its advisors, if any, have been furnished with all publicly available materials relating to the business, finances and operations of the Company and such other publicly available materials relating to the offer and sale of the Option Shares as have been requested by the Holder. The Holder understands that its investment in the Exchange Option Shares are being offered involves a high degree of risk. The Holder has sought such accounting, legal and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities ActOption Shares. Other than disclosure on a confidential basis to, if the Holder is an entity, the Holder’s officers and directors, and that in any event the Company is relying upon Holder’s partners, legal and other advisors, in any such case who have a need to know for the truth and accuracy purposes of the representationsthis Agreement, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes has maintained the confidentiality of qualifying for exemptions from registration under all disclosures made to it in connection with this transaction (including the Securities Act existence and applicable state securities lawsterms of this transaction). (e) The Holder owns understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Option Shares or the fairness or suitability of the investment in the Option Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Option Shares. (f) The Holder understands and holds, beneficially and of record, agrees that: (a) the entire right, titleCall Option, and interest in and the Option Shares to be delivered upon exercise of the Call Option pursuant to the Existing Warrants free and clear terms of all Liens (as defined below). The Holder has this Agreement, are offered in transactions not involving any public offering within the full power and authority to transfer and dispose meaning of the Existing Warrants free and clear of any Lien other than restrictions Securities Act, will not be registered under the Securities Act and will be sold in a transaction exempt from or not subject to registration under the Securities Act (by reason of Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, the so-called “Section 4(a)(1½)” exemption under the Securities Act and/or Regulation S promulgated under the Securities Act, as applicable) and therefore may not, and will not, be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom; (b) the Holder is either (i) an “accredited investor” or (ii) not a “U.S. Person” or “a person in the United States”, as such terms are defined in Regulation D and Regulation S, respectively; (c) if the Holder is an “accredited investor”, such Holder is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (d) the Call Option and the Option Shares to be delivered upon exercise of the Call Option pursuant to the terms of this Agreement will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not, and will not, be offered, sold, pledged, assigned or otherwise transferred unless pursuant to (i) a registration statement with respect thereto that is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration under the Securities Act or applicable state securities laws, including under Rule 144 or Regulation S, if applicable; (e) any certificates representing such Call Option will bear an appropriate legend and restriction on the books of the Company’s transfer agent to that effect; and (f) any certificates representing the Option Shares deliverable upon exercise of the Call Option will bear an appropriate legend and restriction on the books of XxxxXx’s transfer agent to that effect. Other The Holder acknowledges and agrees that the Call Option and Option Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the Holder may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Call Option or Option Shares and may be required to bear the financial risk of an investment in the Call Option and Option Shares for an indefinite period of time. (g) The Call Option and the Option Shares are being acquired for the Holder’s own account, for investment, and not with the view to, or for, division or resale in connection with any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended, or the securities or blue-sky laws of any state. (h) The Holder acknowledges that the Call Option and Option Shares (i) were not offered by any form of general solicitation or general advertising or, to its knowledge, general solicitation and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Holder acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company or any of its subsidiaries), any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and warranties of the Company contained in Section 2.1 of this Agreement in entering into this Agreement and participating in the transactions contemplated thereby. (i) The Holder has, and at Closing will have, sufficient cash to pay the Exercise Price. (j) There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Holder who might be entitled to any fee or commission from the Company or any of its affiliates in connection with the transactions contemplated by this Agreement. (k) From and after the date the Holder received any information about the issuance of the Call Option and the sale of Option Shares to be sold upon exercise of the Call Option pursuant to this Agreement, there is no outstanding votethe Holder has not offered, planpledged, pending proposalsold, contracted to sell, sold any option or contract to purchase, purchased any option or contract to sell, granted any option, right or warrant to purchase, loaned, or other right otherwise transferred or disposed of, directly or indirectly, any shares of any person to acquire all Class A Common Stock or any portion of the Existing Warrants. As used hereinsecurities convertible into or exercisable or exchangeable for Class A Common Stock, “Liens” shall mean entered into any security swap or other property interest arrangement that transfers to another, in whole or rightin part, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing economic consequences of ownership of the Class A Common Stock, or directly or indirectly, through related parties, affiliates or otherwise sold “short” or “short against the box” (as those terms are generally understood) any equity security of the ListCo. (l) Except with respect to the Transaction, the Holder is not in possession of, and is not entering (and has not entered) into this Agreement in reliance upon, any material non-public information relating to the Company or ListCo. (m) The Holder has had an opportunity to review with its own tax advisors the tax consequences of the granting of the Call Option, the exercise thereof, its purchase of the Option Shares, the terms of the Option Shares and the other transactions contemplated by this Agreement. The Holder has exercised independent judgement in evaluating such Xxxxxx’s participation in the futuretransactions contemplated hereby. The Holder understands that it must rely solely on its advisors and not on any statements or representations made by the Company, ListCo or any of their affiliates, agents, representatives or advisors with respect thereto. The Holder understands that the Holder (and not the Company, ListCo or any of their affiliates) shall be responsible for any tax liability for the Holder that may arise as a result of its acquisition of the Call Option, the exercise thereof, its purchase of the Option Shares, the terms of the Option Shares or the other transactions contemplated by this Agreement. The Holder acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of the Call Option or any of the Option Shares. (n) The information provided by the Holder (i) set forth on the Holder’s signature page attached hereto and (ii) contained in the Holder’s IRS Form W-8BEN provided pursuant to Section 1.5(b)(ii) of this Agreement shall (if applicable), when provided, and as of the date of delivery of the Option Shares to the Holder upon exercise of the Call Option be true and correct.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company that: (a) The Holder is duly organizedhas the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Holder of this Agreement, validly existing and in good standing under the laws consummation by the Holder of the jurisdiction transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Holder. This Agreement has been duly executed and delivered by the Holder and constitutes valid and binding obligations of the Holder, enforceable against it in which it is organizedaccordance with its terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable). (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance by the Holder of this Agreement, and the consummation of the transactions contemplated hereby by hereby, do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on the Holder. (c) The Holder is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and the Holder has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the Preferred Stock. The Holder acknowledges that an investment in the Preferred Stock is speculative and involves a high degree of risk. (d) Holder has received all documents, records, books and other information pertaining to Holder's investment in the Company that have been duly authorized requested by all necessary Holder. (e) At no time was Holder presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising. (f) Except as specifically set forth herein, Holder makes no representations or warranties any other matter. (g) The Holder has taken no action on the part of the Holderwhich would give rise to any claim by any person for brokerage commissions, and no other proceedings on the part of the Holder are necessary finder's fees or similar payments relating to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions transaction contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dh) The Holder understands that is the Exchange Shares are being offered owner of good and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and marketable title to the Existing Warrants Securities, free and clear of all Liens (as defined below). The Holder has the full power liens, pledges and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureencumbrances.

Representations and Warranties of the Holder. 4.1 The Holder represents and warrants to the Company, as of the date hereof and as of the Closing Date that: (a) The 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 all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance by Holder of this Agreement, and the consummation of the transactions contemplated hereby by are within the Holder, powers of Holder and have been or will have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of that this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation agreement of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement except (i) as limited by general principles of equity applicable bankruptcy, insolvency, reorganization, moratorium, and by bankruptcy or other laws of general application affecting the enforcement of or creditors’ rights generallygenerally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution, delivery and performance by Holder of this Agreement and the consummation of the transactions contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of Holder. (c) The Holder has never endorsed, delivered, transferred, assigned or otherwise disposed of any interest in the amounts owed by the Company to the Holder pursuant to the Sales Contract in any manner that would give any other person any interest therein and the Holder’s interests and rights in the Sales Contract are free and clear of any encumbrances, including, without limitation, any charge, claim, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, transfer, receipt of income, or exercise of any other attribute of ownership. (d) There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of Holder who might be entitled to any fee or commission from Company or Holder upon consummation of the transactions contemplated by this Agreement. (e) The Holder understands that has received all the Exchange information it considers necessary or appropriate to determine whether to convert the Deficiency Amount into the Conversion Shares are being offered and sold in reliance on specific provisions of federal and state securities lawspursuant to this Agreement. The Holder acknowledges (i) the Company has not made any representation or warranty, specifically Section 3(a)(9) express or implied, except as set forth herein, regarding any aspect of the Securities Actconversion of the Deficiency Amount, the operation or financial condition of the Company or the value of the Conversion Shares, (ii) that it is not relying upon the Company in making its decision to convert the Deficiency Amount into the Conversion Shares pursuant to this Agreement and (iii) that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments representations and understandings warranties in this Section 4 in connection with the conversion of the Holder set forth herein for purposes of qualifying for exemptions from registration under Deficiency Amount into the Securities Act and applicable state securities lawsConversion Shares hereunder. (ef) The Holder owns has had an opportunity to review the federal, state and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose local tax consequences of the Existing Warrants free conversion of the Deficiency Amount into the Conversion Shares and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there Agreement with its own tax advisors. The Holder is no outstanding vote, plan, pending proposal, relying solely on such advisors and not on any statements or other right of any person to acquire all or any portion representations of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureCompany.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Shares, Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited partnership under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited partnership power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary partnership action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement Warrant is issued to Holder in reliance upon Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an affiliate, and that Holder has been duly executed and delivered by no present intention of selling, granting any participation in, or otherwise distributing the Holdersame other than to an affiliate. By executing this Warrant, andHolder further represents that Holder does not have any contract, assuming due execution and delivery by the Companyundertaking, constitutes agreement or will constitute the legalarrangement with any person, valid and binding obligation other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Holder’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. The Holder represents and warrants to the Company as follows: (a) The Holder is duly organizedhas full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by such Holder to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken and this Agreement constitutes a legal, validly existing valid and binding obligation of such Holder enforceable in good standing under the laws of the jurisdiction in which it is organizedaccordance with its terms. (b) The Holder represents and warrants that the Holder has all requisite power, authority and capacity to enter into this Agreement and consummate been furnished by the transactions contemplated hereby. The execution, delivery and performance Company during the course of this Agreement, and transaction with all information regarding the consummation of the transactions contemplated hereby by Company which the Holder, as well as its investment advisor, attorney and/or accountant, has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Conversion, and has received any additional information which the Holder has requested concerning the Company and the terms and conditions of the Conversion. No oral representations or warranties of any kind have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of made to the Holder are necessary to authorize by the executionCompany or its officers, delivery directors, employees or performance of this Agreement or the consummation of any of the transactions contemplated herebyagents. (c) This Agreement The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act, as presently in effect, and has been duly executed such knowledge and delivered by experience in financial and business matters as to be capable of evaluating the Holder, and, assuming due execution merits and delivery by risks of an investment in the Company's securities and has obtained, constitutes or will constitute in its judgment, sufficient information about the legal, valid Company to evaluate the merits and binding obligation risks of an investment in the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallyCompany. (d) The Holder understands that consents to the Exchange Shares are being offered and sold in reliance placement of a legend on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of any certificate or other document evidencing the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder Warrant Shares substantially as set forth herein for purposes of qualifying for exemptions from registration below, that such Securities and Warrant Shares have not been registered under the Securities Act and applicable or any state securities laws. (e) The Holder owns or “blue sky” laws and holds, beneficially and of record, the entire right, title, and interest in and setting forth or referring to the Existing Warrants free restrictions on transferability and clear of all Liens (as defined below)sale thereof contained in this Agreement. The Holder has is aware that the full power and authority Company will make a notation in its appropriate records with respect to transfer and dispose the restrictions on the transferability of the Existing Warrants free Securities and clear of any Lien other than restrictions under the Securities Act and applicable state securities lawsWarrant Shares. Other than the transactions contemplated by this AgreementNO TRANSFER, there is no outstanding voteSALE, planASSIGNMENT, pending proposalPLEDGE, or other right of any person to acquire all or any portion of the Existing Warrants. As used hereinHYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR “LiensBLUE SKY” shall mean any security or other property interest or rightLAWS (SUCH FEDERAL AND STATE LAWS, claimTHE “SECURITIES LAWS”) OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, lienWHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE CORPORATION, pledgeTO THE EFFECT THAT SUCH TRANSFER, optionSALE, chargeASSIGNMENT, security interestPLEDGE, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureHYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE SECURITIES LAWS.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, intending that the Company rely on such representations and warranties in issuing the Warrant and any Warrant Shares to the Holder, as follows: (aA) The Holder is duly organized, validly existing and in good standing an "accredited investor" as defined under the laws rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the jurisdiction Company's business or, that the Company has previously acknowledged in which it is organizedwriting to the Holder that the Holder need not be an "accredited investor." (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dB) The Holder understands that the Exchange Warrants and the Warrant Shares have not been and will not, in connection with the issuance of the Warrant to the Holder, be registered under the Securities Act, are subject to substantial restrictions on transfer as set forth herein and may not be sold or transferred absent such registration unless the Holder provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Warrant or the Warrant Shares proposed to be transferred may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. (C) The Holder represents and warrants that it is acquiring the Warrant for its own account, as principal, for investment only and not with a view to resale or distribution and that it will not sell or otherwise transfer any of the Warrant or the Warrant Shares, except in accordance with applicable securities laws. (D) The Holder represents and warrants that it is able to bear the economic risk of losing its entire investment in the Warrant and the Warrant Shares. (E) Holder understands that the Warrant and the Warrant Shares are being offered and sold in reliance on specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is and its controlling persons are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth in this Warrant to determine the applicability of such exemptions and the suitability of the Holder set forth herein for purposes of qualifying for exemptions from registration under to acquire the Securities Act Warrant and applicable state securities lawsthe Warrant Shares. (eF) Holder represents and warrants that the information set forth in this Warrant concerning the Holder is true and correct. (G) Holder acknowledges and understands the meaning of the representations made by Holder in this Agreement and hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of the Company from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys' fees) arising out of or due to a breach by the Holder of any such representations. All representations set forth in subparagraphs (B), (C), (E) and (G) shall survive the delivery of this Warrant and the purchase by the Holder of the Warrant and any Warrant Shares. EPL TECHNOLOGIES, INC. By: /s/ Michael S. Leo ------------------------ Name: Michael S. Leo Title: Secretxxx Xxxxx: Xxtober 9, 2000 EPL TECHNOLOGIES, INC. ---------------------- PURCHASE FORM ------------- Dated: The Holder owns and holds, beneficially and of record, undersigned hereby elects to exercise the entire right, title, and interest in and within Warrant to the Existing Warrants free extent of purchasing ___________ shares of Common Stock and clear of all Liens (as defined below). The Holder has the hereby delivers a bank or certified check or wire transfer constituting full power and authority to transfer and dispose payment of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureExercise Price hereof.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Payor as follows and acknowledges that the Payor is relying upon such representations and warranties in entering into this Agreement: (a) The the Holder is a corporation duly incorporated, amalgamated, continued or organized, as applicable, and validly existing under the Laws of its governing jurisdiction; the Holder is duly organizedqualified, validly existing authorized or licensed to conduct its business and is in good standing under the laws Laws of the jurisdiction in which it is organized.its governing jurisdiction; (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, no Proceedings have been duly taken or authorized by all necessary action on the part of the Holder, and no or, to its knowledge, by any other proceedings on Person, with respect to the part bankruptcy, insolvency, liquidation, dissolution or winding up of the Holder; (c) the Holder are has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and has taken all corporate action necessary to authorize the executionexecution and delivery, delivery or and the observance and performance of its covenants and obligations under this Agreement or the consummation of any of the transactions contemplated hereby.Agreement; (cd) This this Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, this Agreement constitutes or will constitute the a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, terms subject to limitations on enforcement by applicable bankruptcy, insolvency, reorganization and other Laws of general principles of equity and by bankruptcy or other laws affecting application limiting the enforcement of creditors’ rights generally. (d) The Holder understands generally and to the fact that specific performance is an equitable remedy available only in the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) discretion of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws.court; and (e) The no consent, approval, notice, order, award, authorization, filing or permit is necessary or otherwise required to be obtained by the Holder owns from any Governmental Authority or Person in connection with the execution and holds, beneficially and delivery of record, this Agreement by the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureHolder.

Representations and Warranties of the Holder. The Holder acknowledges that neither the issuance and delivery of the Warrants, nor the sale, allotment, issuance and delivery of the Underlying Stock issuable upon the exercise thereof, have been registered under the Securities Act or under any applicable state securities laws, and, accordingly, the Holder hereby represents and warrants to the Company as follows: (a) The Holder (i) is duly organizedacquiring the Warrants and, validly existing and in good standing upon exercise of the Warrants, will acquire any Underlying Stock issuable upon the exercise thereof pursuant to an exemption from registration under the laws Securities Act solely for investment with no present intention to distribute the Warrants or the Underlying Stock to any Person in violation of the jurisdiction Securities Act or any applicable state securities laws and (ii) will not sell or otherwise dispose of any of the Warrants or the Underlying Stock issuable upon the exercise thereof, except in which it is organizedcompliance with the registration requirements or exemption provisions of the Securities Act and any applicable state securities laws. (b) The Holder has all requisite power(i) is an “accredited investor” (as such term is defined in Rule 501(a) promulgated under the Securities Act) whose knowledge and experience in financial and business matters are such that the Holder is capable of evaluating the merits and risks of its investment in the Warrants or the Underlying Stock issuable upon the exercise thereof, authority and capacity (ii) the Holder’s financial situation is such that it can afford to enter into this Agreement and consummate (A) bear the transactions contemplated hereby. The execution, delivery and performance economic risk of this Agreementholding the Warrants or the Underlying Stock issuable upon the exercise thereof for an indefinite period of time, and (B) suffer complete loss of its CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED investment in the consummation Warrants or the Underlying Stock issuable upon the exercise thereof, and (iii)(A) the Company has made available to the Holder all documents and information that the Holder has requested relating to an investment in the Company and (B) the Holder has had adequate opportunity to ask questions of, and receive answers from, the Company’s officers, employees, agents and other representatives concerning the Company’s business, operations, financial condition, assets, liabilities and all other matters relevant to the Holder’s investment in the Warrants or the Underlying Stock issuable upon the exercise thereof; provided, however, that the foregoing does not limit or modify the representations and warranties of the transactions contemplated hereby by Company in Section 8.02 or the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part right of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebyrely thereon. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. (a) The Holder represents and warrants to the Company that, as of the date hereof and as of the Closing Date and as of the Delivery Date: 3.1 It is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in which it is organizedgood standing. (b) The Holder 3.2 It has all requisite power, authority the power to execute and capacity to enter into deliver this Agreement and consummate the transactions contemplated hereby. The to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance performance. 3.3 The execution and delivery by the Holder of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of its obligations hereunder, does not violate or conflict with (i) any law applicable to it; (ii) any provision of its constitutional documents; or (iii) any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets, except, in the case of (i) and (iii), as would not have a material adverse effect on its performance of its obligations under this Agreement or on the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or . 3.4 All governmental and other right consents that are required to have been obtained by it with respect to this Agreement and the transactions contemplated by this Agreement have been obtained and are in full force and effect and all conditions of any person such consents required to acquire all be complied with on or prior to the date hereof or the Closing Date or the Delivery Date, as applicable, have been complied with. 3.5 Its obligations hereunder constitute its legal, valid and binding obligations, enforceable in accordance with the terms of this Agreement (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 3.6 The terms of the Repurchase are the result of bilateral negotiations between the parties. 3.7 Except for the representations and warranties made by the Company in Section 2, the Holder hereby acknowledges that none of the Company or any portion affiliate or representative of the Existing Warrants. As used hereinCompany has made or makes any other express, “Liens” shall mean any security implied or other property interest statutory representation or rightwarranty with respect to the Company, claim, lien, pledge, option, charge, security interest, contingent the Repurchased Note or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising the transaction contemplated by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Warrant Shares, the Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited partnership under the laws of the jurisdiction in which it is organizedCayman Islands. (b) The Holder has all requisite powerlimited liability company power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited partnership action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against Warrant is issued to the Holder in accordance reliance upon the Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Xxxxxx’s own account, not as a nominee or agent, and not with its termsa view to the resale or distribution of any part thereof other than to an affiliate, subject and that Xxxxxx has no present intention of selling, granting any participation in, or otherwise distributing the same other than to limitations on enforcement by general principles an affiliate. By executing this Warrant, Holder further represents that Xxxxxx does not have any contract, undertaking, agreement or arrangement with any person, other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of equity and by bankruptcy the Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Xxxxxx’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Warrant Shares, the Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited partnership under the laws of the jurisdiction in which it is organizedCayman Islands. (b) The Holder has all requisite powerlimited partnership power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited partnership action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against Warrant is issued to the Holder in accordance reliance upon the Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Xxxxxx’s own account, not as a nominee or agent, and not with its termsa view to the resale or distribution of any part thereof other than to an affiliate, subject and that Xxxxxx has no present intention of selling, granting any participation in, or otherwise distributing the same other than to limitations on enforcement by general principles an affiliate. By executing this Warrant, Holder further represents that Xxxxxx does not have any contract, undertaking, agreement or arrangement with any person, other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of equity and by bankruptcy the Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Xxxxxx’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. The Holder understands and represents and warrants to, and agrees with Company that: (a) The Holder is duly organizedunderstands that no federal or state agencies have passed on, validly existing and in good standing under the laws or made any recommendation or endorsement with respect to this Warrant or any of the jurisdiction in which it is organizedshares of Common Stock issuable upon the exercise of this Warrant. (b) The Holder acknowledges, in making the decision to acquire this Warrant and exercise this Warrant, that the Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby relied solely upon independent investigations made by the Holder, have been duly authorized Holder and not upon any representations made by all necessary action on the part Company or with respect to the Company or with respect to the shares of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebyCommon Stock. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that this Warrant and the Exchange Shares shares of Common Stock issuable upon the exercise of this Warrant are being offered and sold to it in reliance on specific provisions exemptions from or non-application of the registration requirements of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of the Holder set forth herein for purposes in order to determine the applicability of qualifying for such exemptions from and the suitability of the Holder. (d) The Holder is not a U.S. Person (as defined in Regulation S) under the Act and is not and will not be an affiliate (as defined in the U.S. Securities Exchange Act of 1934, as amended) of the Company. The Holder certifies under penalty of perjury that it is neither a citizen nor a resident of the United States and that its address set forth in the Escrow Agreement, dated the date hereof, among the Holder, the Company and the Escrow Agent named therein, is correct. (e) No public offer or solicitation of this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant was made to the Holder. No offer of this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant was made to the Holder while Xxxxxx was present in the United States. At the time Holder acquires this Warrant, the Holder is located outside the United States. (f) The Holder is aware that this Warrant and the Common Stock issuable upon the exercise of this Warrant have not been and will not be registered under the Act (except as may be required under Section 10 below) and will only be offered or sold pursuant to registration under the Securities Act or an available exemption therefrom and the Holder has not, and will not, engage in any public offering or distribution of the Warrant or the shares of Common Stock issuable upon its exercise. (g) The Holder (i) will not, during the period of time commencing from the date of this Warrant and ending forty (40) days from the date of this Warrant (the "Restricted Period"), offer or sell or agree to sell any of the shares of Common Stock issuable upon the exercise of this Warrant in the United States, to a U.S. Person or for the benefit of a U.S. Person or other than in accordance with Rule 903 or 904, as applicable, of Regulation S, and (ii) will, after the expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the shares of Common Stock issuable upon the exercise of this Warrant only pursuant to registration under the Act or an available exemption therefrom and, in any case, in accordance with applicable federal and state securities laws. (eh) The Holder owns has been advised of and holdsis familiar with, beneficially and of record, the entire right, titlehas complied, and interest in will comply, with the offering restrictions, and to the Existing Warrants free and clear all other requirements, of all Liens Regulation S. (as defined below). i) The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there Warrant (i) have not been prearranged by the Holder with a purchaser located in the United States or a U.S. Person and (ii) are not part of a plan or scheme by the Holder to evade the registration provisions of the Act. (j) The Holder is no outstanding vote, plan, pending proposalan "accredited investor" as defined in the Act and will be acquiring this Warrant for its account for the purpose of investment and not (i) with a view to, or other right for sale in connection with, any distribution thereof or (ii) for the account or on behalf of any person to U.S. Person. (k) The Holder will acquire all the shares of Common Stock issued upon the exercise of this Warrant for the purpose of investment and not (i) with a view to, or for sale in connection with, any distribution thereof or (ii) for the account of or on behalf of any U.S. Person. (l) Neither the Holder nor any of its affiliates has entered, has any intention of entering, or will, while any portion of the Existing Warrants. As used hereinthis Warrant remains unexercised, “Liens” shall mean enter into with any security person, any put option, short position or other property interest similar instruments or right, claim, lien, pledge, option, charge, security interest, contingent position with respect to the shares of Common Stock issuable upon the exercise of this Warrant or conditional sale, or participate in any other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) attempt designed to grant or submit to any lower the trading prices of the foregoing Common Stock. (m) The Holder shall indemnify the Company against any loss, cost or damages (including reasonable attorney's fees and expenses) incurred as a result of such parties' breach of any representation, warranty, covenant or agreement in the futurethis Warrant.

Representations and Warranties of the Holder. (a) With respect to the acquisition of this Warrant and any of the Warrant Shares, the Holder hereby represents and warrants to, and agrees with, the Company as follows: a. The Holder is duly organized, organized and validly existing and in good standing as a limited partnership under the laws of the jurisdiction in which it is organizedState of Delaware. (b) b. The Holder has all requisite powerlimited partnership power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited partnership action on the part of the Holder. c. This Warrant is issued to the Holder in reliance upon the Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an affiliate, and that Xxxxxx has no present intention of selling, granting any participation in, or otherwise distributing the same other proceedings on the part of the than to an affiliate. By executing this Warrant, Holder are necessary further represents that Xxxxxx does not have any contract, undertaking, agreement or arrangement with any person, other than an affiliate, to authorize the executionsell, delivery transfer or performance of this Agreement grant participations to such person or the consummation of to any third person with respect to any of the transactions contemplated herebyWarrant Shares or Additional Warrant Shares. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder x. Xxxxxx understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Xxxxxx’s representations set forth herein for purposes of qualifying for exemptions herein. x. Xxxxxx is an “accredited investor” (as defined in the Act). x. Xxxxxx understands that this Warrant and the Warrant Shares and any Additional Warrant Shares are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable regulations such securities may be resold without registration under the Securities Act and applicable state securities lawsonly in certain limited circumstances. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder This Warrant is duly organizedbeing acquired for such Holder's own account, validly existing for investment and not with a view to, or for resale in good standing under connection with, any distribution or public offering thereof within the laws meaning of the jurisdiction Securities Act. Upon the exercise of the rights represented by this Warrant, the Holder shall, if so requested by the Company, confirm in which it is organizedwriting, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon the exercise of such rights are being acquired for investment and not with a view toward distribution or resale thereof. (b) The Holder has all requisite powerunderstands that the Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, authority and capacity to enter into this Agreement that such Warrant and consummate the transactions contemplated herebyWarrant Shares, as the case may be, must be held by the Holder indefinitely, and therefore, that the Holder must bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration requirements. The executionHolder further understands that the Warrant Shares have not been qualified under applicable state securities laws by reason of an exemption from such qualification requirements, delivery and performance which exemption depends upon, among other things, the bona fide nature of this Agreement, and the consummation of the transactions contemplated hereby by the such Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby's investment intent expressed herein. (c) This Agreement The Holder has been duly executed such knowledge and delivered by experience in financial and business matters that it is capable of evaluating the Holder, and, assuming due execution merits and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation risks of the Holder, enforceable against purchase of this Warrant and the Holder Warrant Shares and of protecting its interests in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallyconnection therewith. (d) The Holder understands that is able to bear the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) economic risk of the Securities Act, and that the Company is relying upon the truth and accuracy purchase of the representations, warranties, agreements, acknowledgments and understandings Warrant Shares pursuant to the terms of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsthis Warrant. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (is an accredited investor as defined below). The Holder has the full power and authority to transfer and dispose under Rule 501 of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future1933.

Representations and Warranties of the Holder. (a) The Holder hereby represents and warrants to the Company as of the date hereof as follows: The Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) State of Delaware, with the limited liability company power and authority to conduct its business as currently conducted or proposed to be conducted. The Holder has all requisite power, power and authority and capacity to enter into and to perform its obligations under this Agreement and Agreement, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, Agreement by the Holder and the consummation by it of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, Holder and no other proceedings on the part further consent or authorization of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) is required. This Agreement has been duly executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the a legal, valid and binding obligation of the Holder, Holder enforceable against the Holder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to limitations on enforcement by general principles of equity equity. The execution, delivery and performance of this Agreement by bankruptcy the Holder and the consummation by the Holder of the transactions contemplated hereby will not (i) conflict with or other laws affecting result in a violation of any provision of its limited liability company agreement, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under, or give rise to any right of termination or acceleration under, or constitute a change of control under, any agreement, indenture, or instrument to which the enforcement Holder or its subsidiaries is a party or it or any of creditors’ rights generally. its subsidiaries is bound, or (diii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Holder or its subsidiaries is a party or it or any of its subsidiaries is bound, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults, and violations as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Holder to perform any material obligations pursuant to this Agreement. The Holder understands that the Exchange New Warrant is a “restricted security” and has not been registered under the Securities Act or any applicable state securities law and the Holder is acquiring the New Warrant as principal for its own account and not with a view to or for distributing or reselling such New Warrant or any New Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such New Warrant or New Warrant Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such New Warrant or New Warrant Shares in violation of the Securities Act or any applicable state securities law. The Holder is acquiring the New Warrant hereunder in the ordinary course of its business. At the time the Holder was offered the New Warrant, it was, and as of the date hereof it is, and on each date on which it exercises the New Warrant, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act. The Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the New Warrant and New Warrant Shares, and has so evaluated the merits and risks of such investment. The Holder is able to bear the economic risk of an investment in the New Warrant and New Warrant Shares and, at the present time, is able to afford a complete loss of such investment. The Holder acknowledges that it has had the opportunity to review the SEC Documents and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the New Warrant and New Warrant Shares and the merits and risks of investing therein; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. The Holder understands that except as provided in Annex 2 or 3 hereof: (i) the New Securities have not been and are not being offered and sold in reliance on specific provisions of federal and registered under the 1933 Act or any state securities laws, specifically Section 3(a)(9and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such New Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Holder provides the Company with reasonable assurance that such New Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the New Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the New Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration ) may require compliance with some other exemption under the Securities Act or the rules and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose regulations of the Existing Warrants free SEC promulgated thereunder; and clear of (iii) neither the Company nor any Lien other than restrictions Person is under any obligation to register the Securities under the Securities Act and applicable or any state securities lawslaws or to comply with the terms and conditions of any exemption thereunder. Other than Notwithstanding the transactions contemplated by this Agreementforegoing, there is no outstanding vote, plan, pending proposal, the Securities may be pledged in connection with a bona fide margin account or other right loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Holder effecting a pledge of New Securities shall be required to provide the Company with any person notice thereof or otherwise make any delivery to acquire all the Company pursuant to this Agreement or any portion of the Existing Warrants. As used hereinother Transaction Document (as defined in Annex 2), “Liens” shall mean any security or other property interest or rightincluding, claimwithout limitation, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureparagraph.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, intending that the Company rely on such representations and warranties in issuing the Warrant and any Warrant Shares to the Holder, as follows: (aA) The Holder is duly organized, validly existing and in good standing an "accredited investor" as defined under the laws rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the jurisdiction Company's business or, that the Company has previously acknowledged in which it is organizedwriting to the Holder that the Holder need not be an "accredited investor." (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dB) The Holder understands that the Exchange Warrants and the Warrant Shares have not been and will not, in connection with the issuance of the Warrant to the Holder, be registered under the Securities Act, are subject to substantial restrictions on transfer as set forth herein and may not be sold or transferred absent such registration unless the Holder provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Warrant or the Warrant Shares proposed to be transferred may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. (C) The Holder represents and warrants that it is acquiring the Warrant for its own account, as principal, for investment only and not with a view to resale or distribution and that it will not sell or otherwise transfer any of the Warrant or the Warrant Shares, except in accordance with applicable securities laws. (D) The Holder represents and warrants that it is able to bear the economic risk of losing its entire investment in the Warrant and the Warrant Shares. (E) Holder understands that the Warrant and the Warrant Shares are being offered and sold in reliance on specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is and its controlling persons are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth in this Warrant to determine the applicability of such exemptions and the suitability of the Holder set forth herein for purposes of qualifying for exemptions from registration under to acquire the Securities Act Warrant and applicable state securities lawsthe Warrant Shares. (eF) Holder represents and warrants that the information set forth in this Warrant concerning the Holder is true and correct. (G) Holder acknowledges and understands the meaning of the representations made by Holder in this Agreement and hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of the Company from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys' fees) arising out of or due to a breach by the Holder of any such representations. All representations set forth in subparagraphs (B), (C), (E) and (G) shall survive the delivery of this Warrant and the purchase by the Holder of the Warrant and any Warrant Shares. EPL TECHNOLOGIES, INC. By /s/ Xxxxxxx X. Xxx ----------------------- Name: Xxxxxxx X. Xxx Title: Secretary Dated: January 9, 2001 EPL TECHNOLOGIES, INC. PURCHASE FORM Dated: The Holder owns and holds, beneficially and of record, undersigned hereby elects to exercise the entire right, title, and interest in and within Warrant to the Existing Warrants free extent of purchasing ___________ shares of Common Stock and clear of all Liens (as defined below). The Holder has the hereby delivers a bank or certified check or wire transfer constituting full power and authority to transfer and dispose payment of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureExercise Price hereof.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, intending that the Company rely on such representations and warranties in issuing the Warrant and any Warrant Shares to the Holder, as follows: (aA) The Holder is duly organized, validly existing and in good standing an "accredited investor" as defined under the laws rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the jurisdiction Company's business or, that the Company has previously acknowledged in which it is organizedwriting to the Holder that the Holder need not be an "accredited investor." (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dB) The Holder understands that the Exchange Warrants and the Warrant Shares have not been and will not, in connection with the issuance of the Warrant to the Holder, be registered under the Securities Act, are subject to substantial restrictions on transfer as set forth herein and may not be sold or transferred absent such registration unless the Holder provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Warrant or the Warrant Shares proposed to be transferred may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. (C) The Holder represents and warrants that it is acquiring the Warrant for its own account, as principal, for investment only and not with a view to resale or distribution and that it will not sell or otherwise transfer any of the Warrant or the Warrant Shares, except in accordance with applicable securities laws. (D) The Holder represents and warrants that it is able to bear the economic risk of losing its entire investment in the Warrant and the Warrant Shares. (E) Holder understands that the Warrant and the Warrant Shares are being offered and sold in reliance on specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is and its controlling persons are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth in this Warrant to determine the applicability of such exemptions and the suitability of the Holder set forth herein for purposes of qualifying for exemptions from registration under to acquire the Securities Act Warrant and applicable state securities lawsthe Warrant Shares. (eF) The Holder owns represents and holds, beneficially warrants that the information set forth in this Warrant concerning the Holder is true and of record, correct. (G) Holder acknowledges and understands the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose meaning of the Existing Warrants free representations made by Holder in this Agreement and clear hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of the Company from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys' fees) arising out of or due to a breach by the Holder of any Lien other than restrictions under such representations. All representations set forth in subparagraphs (B), (C), (E) and (G) shall survive the Securities Act delivery of this Warrant and applicable state securities laws. Other than the transactions contemplated purchase by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion the Holder of the Existing WarrantsWarrant and any Warrant Shares. As used hereinEPL TECHNOLOGIES, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, INC. By______________________________ Name: Xxxx X. Xxxxxx Title: President and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.CEO Attest:

Representations and Warranties of the Holder. The -------------------------------------------- Holder hereby represents and warrants to Calwest and Rooster Acquisition Corp. as follows: (a) The Such Holder is the record and beneficial owner of the LP Units set forth opposite his, her or its name on Schedule 1 to this Agreement. (b) Such Holder, if an individual, has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Holder, if a corporation, partnership or limited liability company, is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) The incorporated, formed or constituted, and such Holder has all requisite power, power and authority to execute and capacity to enter into deliver this Agreement and to consummate the transactions contemplated hereby. The , and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the such Holder, enforceable against the such Holder in accordance with its terms, subject to limitations on enforcement except (i) as limited by general principles of equity applicable bankruptcy, insolvency, reorganization, moratorium and by bankruptcy or other laws of general application affecting the enforcement of creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (d) The Holder understands that execution and delivery of this Agreement does not, and the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) consummation of the Securities Acttransactions contemplated hereby and compliance with the terms hereof will not, conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, any provision of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Holder or to the Holder's property or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Holder in connection with the execution and that delivery of this Agreement or the Company is relying upon consummation by the truth and accuracy Holder of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawstransactions contemplated hereby. (e) The At the time the Holder owns and holdstenders his, beneficially and of recordher or its Shares (as defined below) into the Offer, the entire rightShares will be held by the Holder, titleor by a nominee or custodian for the benefit of the Holder, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose liens, claims, security interests, proxies, voting trusts or agreements, options, rights, adverse claims, understandings or arrangements, or any other encumbrances whatsoever on title, transfer, or exercise of any rights of the Existing Warrants free and clear Holder in respect of such Shares (collectively, "Encumbrances"), except for any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants------------ such Encumbrances arising hereunder. As used herein, “Liens” shall mean the term "Shares" means the ------ Cabot Common Shares, together with any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim Cabot Common Shares acquired by the Holder after the date of third partiesthis Agreement, whether perfected upon exercise of options to purchase Cabot Common Shares or not perfectedotherwise, voluntarily incurred or arising by operation of lawall as may be adjusted from time to time pursuant to Section 5 hereof. The Shares, and including any agreement (other than this Agreement) together with the LP Units, are referred to grant or submit to any of herein as the foregoing in the future"Securities." ----------

Representations and Warranties of the Holder. 4.1 The Holder represents and warrants to the Company, as of the date hereof and as of the Closing Date that: (a) The 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 all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance by Holder of this Agreement, and the consummation of the transactions contemplated hereby by are within the Holder, powers of Holder and have been or will have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of that this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation agreement of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement except (i) as limited by general principles of equity applicable bankruptcy, insolvency, reorganization, moratorium, and by bankruptcy or other laws of general application affecting the enforcement of or creditors’ rights generallygenerally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution, delivery and performance by Holder of this Agreement and the consummation of the transactions contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of Holder. (c) The Holder has never endorsed, delivered, transferred, assigned or otherwise disposed of any interest in the amounts owed by the Company to the Holder pursuant to the Sales Contract in any manner that would give any other person any interest therein and the Holder’s interests and rights in the Sales Contract are free and clear of any encumbrances, including, without limitation, any charge, claim, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, transfer, receipt of income, or exercise of any other attribute of ownership. (d) There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of Holder who might be entitled to any fee or commission from Company or Holder upon consummation of the transactions contemplated by this Agreement. (e) The Holder understands that has received all the Exchange information it considers necessary or appropriate to determine whether to convert the Present Value Delivery Amount into the Conversion Shares are being offered and sold in reliance on specific provisions of federal and state securities lawspursuant to this Agreement. The Holder acknowledges (i) the Company has not made any representation or warranty, specifically Section 3(a)(9) express or implied, except as set forth herein, regarding any aspect of the Securities Actconversion of the Present Value Delivery Amount, the operation or financial condition of the Company or the value of the Conversion Shares, (ii) that it is not relying upon the Company in making its decision to convert the Present Value Delivery Amount into the Conversion Shares pursuant to this Agreement and (iii) that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments representations and understandings warranties in this Section 4 in connection with the conversion of the Holder set forth herein for purposes of qualifying for exemptions from registration under Present Value Delivery Amount into the Securities Act and applicable state securities lawsConversion Shares hereunder. (ef) The Holder owns has had an opportunity to review the federal, state and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose local tax consequences of the Existing Warrants free conversion of the Present Value Delivery Amount into the Conversion Shares and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there Agreement with its own tax advisors. The Holder is no outstanding vote, plan, pending proposal, relying solely on such advisors and not on any statements or other right of any person to acquire all or any portion representations of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureCompany.

Representations and Warranties of the Holder. The Registered Holder represents and warrants to the Company as follows: (a) The This Warrant and the Warrant Shares to be acquired upon exercise of this Warrant by the Registered Holder is duly organizedwill be acquired for investment for the Registered Holder’s account, validly existing not as a nominee or agent, and in good standing under not with a view to the laws public resale or distribution within the meaning of the jurisdiction in which it is organizedAct. (b) The Registered Holder has received or has had full access to all requisite power, authority the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and capacity to enter into this Agreement and consummate the transactions contemplated herebyits underlying securities. The execution, delivery Registered Holder further has had an opportunity to ask questions and performance receive answers from the Company regarding the terms and conditions of the offering of this Agreement, Warrant and its underlying securities and to obtain additional information (to the consummation of extent the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are Company possessed such information or could acquire it without unreasonable effort or expense) necessary to authorize verify any information furnished to the execution, delivery Registered Holder or performance of this Agreement or to which the consummation of any of the transactions contemplated herebyRegistered Holder has access. (c) This Agreement The Registered Holder understands that the acquisition of this Warrant and its underlying securities involves substantial risk. The Registered Holder has been duly executed experience as an investor in securities of companies of a similar size and delivered by stage of development as the Company and acknowledges that the Registered Holder can bear the economic risk of such Registered Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Registered Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, and, assuming due execution directors or controlling persons of a nature and delivery by duration that enables the Company, constitutes or will constitute the legal, valid and binding obligation Registered Holder to be aware of the Holdercharacter, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles business acumen and financial circumstances of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallysuch persons. (d) The Registered Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions is an “accredited investor” as such term is defined under Rule 501 of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration Regulation D promulgated under the Securities Act and applicable state securities lawsAct. (e) The Registered Holder owns understands that this Warrant and holdsthe Warrant Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, beneficially and of recordwhich exemption depends upon, among other things, the entire right, title, and interest in and to bona fide nature of the Existing Warrants free and clear of all Liens (Registered Holder’s investment intent as defined below)expressed herein. The Registered Holder has understands that this Warrant and the full power and authority to transfer and dispose of the Existing Warrants free and clear of Warrant Shares issued upon any Lien other than restrictions exercise hereof must be held indefinitely unless subsequently registered under the Securities Act and qualified under applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, unless exemption from such registration and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futurequalification are otherwise available.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The Holder is duly organized, validly existing and in good standing under aware that no federal of state agency has passed upon the laws Common Stock or made any finding or determination concerning the fairness of the jurisdiction in which it is organizedthis investment. (b) The Holder has all requisite powerhad an opportunity to ask questions of and receive answers from representatives of the Company, authority concerning the terms and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance conditions of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebyinvestment. (c) This Agreement has been duly executed and delivered by The Securities for which the Holder hereby subscribes will be acquired for the Holder's own account, and, assuming due execution for investment only and delivery by not with a view toward resale or distribution in a manner which would require registration under the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallySecurities Act. (d) The Holder understands that acknowledges that, until a registration statement is declared effective by the Exchange Shares SEC, there are being offered and sold in reliance substantial restrictions on specific provisions the transferability of shares of Common Stock as required pursuant to federal and state securities laws, specifically Section 3(a)(9) . The Holder further agrees to be responsible for compliance with all conditions on transfer imposed by any state blue sky or securities law. The Holder acknowledges that each certificate representing the shares of Common Stock issued upon conversion of the Debentures prior to the effective date of a registration statement covering such shares shall be stamped with a restrictive legend substantially similar to the following: "The securities evidences by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Act), or any state securities laws, and may not be offered or sold, transferred, pledged, hypothecated or otherwise disposed of except (i) pursuant to an effective registration statement under the Act, and that (ii) to the Company is relying upon extent applicable, Rule 144 under the truth and accuracy Act (or any similar rule under the Act relating to the disposition of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions securities) or (iii) if an exemption from registration under such Act is available. Notwithstanding the Securities Act foregoing, the securities evidenced by this certificate are also subject to the registration rights set forth in that certain Subscription Agreement by and applicable state securities lawsbetween the Holder hereof and the Company, a copy of which is on file at the Company's principal executive office." (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (is an "accredited investor" as defined below)in Rule 501(a) under the Securities Act. The Holder has a net worth in excess of $1,000,000. The Holder agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the full power purchase and authority to transfer and dispose sale of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futuresubscription.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Warrant Shares or Additional Warrant Shares, Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited liability company power and authority to execute this Warrant, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary limited liability company action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement Warrant is issued to Holder in reliance upon Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an affiliate, and that Holder has been duly executed and delivered by no present intention of selling, granting any participation in, or otherwise distributing the Holdersame other than to an affiliate. By executing this Warrant, andHolder further represents that Holder does not have any contract, assuming due execution and delivery by the Companyundertaking, constitutes agreement or will constitute the legalarrangement with any person, valid and binding obligation other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Holder’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Shares, Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited partnership under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited partnership power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited partnership action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement Warrant is issued to Holder in reliance upon Xxxxxx’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Xxxxxx’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an affiliate, and that Xxxxxx has been duly executed and delivered by no present intention of selling, granting any participation in, or otherwise distributing the Holdersame other than to an affiliate. By executing this Warrant, andHolder further represents that Xxxxxx does not have any contract, assuming due execution and delivery by the Companyundertaking, constitutes agreement or will constitute the legalarrangement with any person, valid and binding obligation other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Xxxxxx’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as follows: (a) The This letter agreement has been duly authorized, executed and delivered by the Holder is duly organized, validly existing and in good standing under constitutes the laws legal and binding agreement of the jurisdiction Holder, enforceable against it in which it is organizedaccordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally or general principles of equity; the Holder has full power and authority to execute and deliver this letter agreement and to perform its obligations hereunder. (b) The Holder has all requisite powergood and valid title to the Original Warrant and owns and holds the entire right, authority title and capacity interest in and to enter into the Original Warrant, free and clear of any liens, claims or encumbrances (other than those arising as a result of this Agreement and consummate letter agreement or the transactions contemplated herebySecurities Purchase Agreement). The executionOriginal Warrant is not subject to any contract, delivery and performance of this Agreementagreement, and arrangement, commitment or understanding restricting or otherwise relating to the consummation disposition or exercise of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebyOriginal Warrant. (c) This Agreement The Holder has been duly executed such knowledge, sophistication, skill and delivered by experience in business, financial and investment matters that the HolderHolder is capable of evaluating the merits and risks of an investment in the Securities, and, assuming due execution and delivery by has so evaluated the Company, constitutes or will constitute merits and risks of such investment. With the legal, valid and binding obligation assistance of the Holder’s own professional advisors, enforceable against to the extent that the Holder has deemed appropriate, the Holder has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in accordance the Securities and the consequences of this letter agreement. The Holder has considered the suitability of the Securities as an investment in light of the Holder’s own circumstances and financial condition, and the Holder is able to bear the risks associated with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting an investment in the enforcement of creditors’ rights generally.Securities.  (d) The Holder understands that is, and on the Exchange Shares are being offered and sold Closing Date the Holder will be, either (i) a “qualified institutional buyer” as defined in reliance on specific provisions Rule 144A(a) under the Securities Act of federal and state securities laws1933, specifically Section 3(a)(9as amended (the “Securities Act”), or (ii) of an “accredited investor” as defined in Rule 501(a) under the Securities Act, and not required to be registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended. The Holder agrees to furnish any additional information reasonably requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with its investment in the Securities.  (e) The Holder is acquiring the Securities solely for the Holder’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities laws and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities laws (this representation and warranty not limiting the Holder’s right to sell the Warrant Shares pursuant to the Registration Statement (as defined in the Securities Purchase Agreement) or otherwise in compliance with applicable federal law and state securities laws). The Holder understands that, except for registration of the Warrant Shares for resale, the Securities have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Holder and of the other representations made by the Holder in this letter agreement and the Securities Purchase Agreement. The Holder understands that the Company is relying upon the truth representations and accuracy agreements contained in this letter agreement for the purpose of determining whether this transaction meets the requirements for such exemptions.  (f) The Holder understands that the Securities are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the representations, warranties, agreements, acknowledgments Securities and understandings Exchange Commission provide in substance that the Holder may dispose of the Holder set forth herein for purposes of qualifying for exemptions from Securities only pursuant to an effective registration statement under the Securities Act or an exemption therefrom such as the exemption and applicable state securities laws.safe harbor provided under Rule 144 of the Securities Act.  (eg) The Holder owns and holds, beneficially and [Upon the full exercise of recordthe Original Warrant, the entire right, title, and interest Holder will not beneficially own in and to the Existing Warrants free and clear excess of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose 19.99% of the Existing Warrants free and clear outstanding shares of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this AgreementCommon Stock, there is no outstanding vote, plan, pending proposal, or other right of any person as calculated pursuant to acquire all or any portion Section 6(b) of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureOriginal Warrant.] 

Representations and Warranties of the Holder. (a) The 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 all requisite power, power and authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, including the purchase of the Notes. The execution, delivery and performance of this This Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly when executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms. (b) The Holder is acquiring the Notes and the Warrants to be purchased by the Holder for the Holder’s own account for investment and not with a view to, subject or for sale in connection with, any distribution thereof, nor with any present intention of distribution or selling the same, and, except as contemplated by this Agreement, the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Holder understands that the Notes, the Warrants and the common stock issuable upon exercise of the Warrants in accordance with their respective terms may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Notes, the Warrants and the common stock or an available exemption from registration under the Securities Act, the Notes, the Warrants and the common stock must be held indefinitely. (c) The Holder understands that the Notes, the Warrants and the common stock issuable upon exercise of the Warrants are not registered under the Securities Act in reliance on an exemption from registration under the Securities Act pursuant to limitations on enforcement Section 4(2) thereof and Rule 506 thereunder for the sale contemplated by general principles this Agreement and the issuance of equity the Notes and by bankruptcy or other laws affecting the enforcement Warrants and the shares of creditors’ rights generallycommon stock issuable upon exercise of the Warrants will bear a restrictive legend. (d) The Holder understands acknowledges that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) purchase of the Securities Act, Notes and that the Company is relying Warrants and any shares of common stock issuable upon the truth and accuracy exercise of the representationsWarrants entails a high degree of risk, warrantiesincluding the risk factors contained in filings by ETI with the Securities and Exchange Commission including its annual report on Form 10-KSB for the year ended December 31, agreements2007 and in other publicly available information. These risks include, acknowledgments without limitation, the inability of ETI to achieve its business plan objectives, including the successful commercialization of its Ozonix™ process and understandings the risk of a failure to pay in full the principal and interest of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsNotes in accordance with its terms. (e) The Holder owns represents that the Holder has had an opportunity to ask questions and holds, beneficially receive answers from ETI regarding the terms and conditions of recordthis Agreement and the reasons for this offering of the Notes and the Warrants, the entire rightbusiness prospects of ETI, titlethe risks attendant to ETI’s business, and interest the risks relating to an investment in ETI, including the terms and conditions of the Notes and Warrants and further acknowledges that the Holder has had an opportunity to obtain additional information (to the Existing Warrants free extent ETI possesses such information and clear could acquire it without unreasonable effort or expense) necessary to verify the accuracy of all Liens (as defined below)any information furnished to such Holder or to which such Holder had access. ETI will put such information in writing if requested by the Holder. The Holder has acknowledges the full power receipt (without exhibits) of ETI’s annual report on Form 10-KSB with respect to the year ended December 31, 2007, the quarterly report on Form 10-QSB for the quarter ended March 31, 2008, the quarterly report on Form 10-QSB for the quarter ended June 30, 2008, the quarterly report on Form 10-QSB for the quarter ended September 30, 2008, and authority the current reports on Form 8-K (as well as any other reports) filed prior to transfer the time the Holder submits his subscription. These reports will be made available to the Holder upon written request by the Holder. The Holder is relying solely upon these reports, other public information distributed by ETI and dispose other written information prepared by ETI. The Holder also acknowledges that ETI may pay a finder’s fee in connection with his investment; provided, however, that any such finder’s fee shall be the sole responsibility of ETI. (f) The Holder represents that the Holder is an “accredited investor” within the meaning of the Existing Warrants free applicable rules and clear of any Lien other than restrictions regulations promulgated under the Securities Act or is otherwise experienced in evaluating and applicable state investing in private placement transactions of securities lawsin similar circumstances and acknowledges that the Holder: can bear the economic risk of such Holder’s investment; has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the investment in the securities comprising the Notes. Other than Further, the transactions contemplated by this AgreementHolder: has adequate means of providing for his, there her or its current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the securities comprising the Notes for an indefinite period of time, has no outstanding voteneed for liquidity in such investment, planhas made commitments to investments that are not readily marketable which are reasonable in relation to the Holder’s net worth, pending proposaland can afford a complete loss of such investment. (g) The Holder acknowledges that the Holder is purchasing the Notes and the Warrants for an indefinite period of time, has no need for liquidity in such investment, has made commitments to investments that are not readily marketable which are reasonable in relation to the undersigned’s net worth and can afford a complete loss of such investment. (h) The Holder has such knowledge and experience in financial, tax and business matters so as to enable the Holder to utilize the information made available to it in connection with the offering of the securities comprising the Notes and the Warrants to evaluate the merits and risks of an investment in the securities comprising the Notes and the Warrants and to make an informed investment decision with respect thereto. (i) The Holder is not relying on ETI with respect to the tax and other economic considerations of an investment in the securities comprising the Notes and the Warrants, and the Holder has relied on the advice of, or has consulted with, only the Holder’s own advisors. (j) The Holder is not subscribing for the securities comprising the Notes and the Warrants as a result of or subsequent to any advertisement, articles, notice or other right of communication published in any person to acquire all newspaper, television or radio or presented at any seminar or meeting, or any portion solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally. (k) The information furnished by the Holder contained in this Agreement including Schedule D, is true and correct in all material respects, including any information which the Holder has furnished and will furnish to ETI with respect to such Holder’s financial position, business experience and residence, is correct and complete as of the Existing Warrants. As used herein, “Liens” shall mean date of this Agreement and if there should be any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim material change in such information prior to ETI’s acceptance of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, this Agreement and including any agreement (other than this Agreement) to grant or submit to any the depositing of the foregoing payment described above, the Holder will furnish such revised or corrected information to ETI. The representations, warranties and agreements of the Holder contained herein shall survive the execution and delivery of this Agreement and the purchase of the Notes and the Warrants. (l) The Holder acknowledges that the Holder has received notice of the Holder’s possible right under applicable Florida law to rescind the purchase of the securities comprising the Notes and the Warrants within three business days following the payment of the purchase price as set forth in the futureSection 25 hereof.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Shares, Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited partnership under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited partnership power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited partnership action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement Warrant is issued to Holder in reliance upon Holder’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an affiliate, and that Holder has been duly executed and delivered by no present intention of selling, granting any participation in, or otherwise distributing the Holdersame other than to an affiliate. By executing this Warrant, andHolder further represents that Holder does not have any contract, assuming due execution and delivery by the Companyundertaking, constitutes agreement or will constitute the legalarrangement with any person, valid and binding obligation other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Holder’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. (The Holder represents and warrants to Company that: a) The Holder is duly organizedhas good and valid title to the Common Shares, validly existing free and in good standing under the laws clear of any liens, claims, encumbrances, security interests, options, charges and restrictions of any kind (other than those arising from acts of the jurisdiction Company or its affiliates (other than the Holder) or those arising under applicable federal or state securities laws) and conveys to the Company hereunder, in which it is organizedexchange for the Exchange Shares, good title to the Common Shares, free and clear of liens, claims and encumbrances (other than those arising from acts of the Company or its affiliates (other than the Holder) or those arising under applicable federal or state securities laws. (b) The Holder Trustee has all requisite power, trust power and authority and capacity to enter into this Agreement on behalf of the Holder, and to cause the Holder to perform its obligations hereunder and to consummate the transactions contemplated hereby. The All acts and other proceedings required to be taken by the Trustee and/or the Holder to authorize the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) properly taken. This Agreement has been duly executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dc) The Holder understands and the Trustee are sophisticated in financial matters and understand the risks involving an investment in the Exchange Shares and that there is no public market for the Exchange Shares. The Holder and the Trustee further understand and acknowledge that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities lawsthat the Company has no obligation to register the resale of the Exchange Shares or any shares of Common Stock issuable upon conversion therefor. (ed) The Holder owns and holds, beneficially the Trustee acknowledge and agree that except for the representations and warranties contained in Section 2 of recordthis Agreement, the entire right, titleCompany has not made, and interest in and does not make, any other representation or warranty, whether express or implied, with respect to the Existing Warrants free and clear Exchange or the Certificate of all Liens (as defined below)Designation. The Holder has and the full power Trustee acknowledge and authority agree that they have conducted, to transfer and dispose their satisfaction, their own independent investigation of the Existing Warrants free Exchange and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreementthe Certificate of Designation, there is no outstanding voteincluding the merits and risks thereof, planand, pending proposalin making their determination to proceed with the Exchange, the Holder and the Trustee have relied on the results of their own independent investigation. In furtherance of the foregoing, and not in limitation thereof, the Holder and the Trustee acknowledge and agree that, except as set forth in Section 2 above, the Company does not make and has not made, and expressly disavows and disclaims any responsibility for, any representation or warranty, whether express or implied, with respect to the appropriateness of the Exchange and the transactions contemplated by the Certificate of Designation for the intended purpose or for any other purpose, the ability of the Exchange and the transactions contemplated by the Certificate of Designation to accomplish their intended purpose or any other purpose, and the probable success of the Exchange or the transactions contemplated by the Certificate of Designation in accomplishing their intended purpose or any other purpose. The Holder and the Trustee acknowledge and agree that the Company shall not be subject to any liability or indemnification obligation to the Holder, the Trustee or any other person for any loss, injury, payment, cost, liability, damage, disbursement, interest, expense, deficiency, penalty, settlement, fees, tax, costs or expenses (including any legal, accounting and other professional fees and all expenses and costs arising from the collection, prosecution, and defense of such in connection therewith) (collectively, “Damages”), incurred or suffered by the Holder, the Trustee or any other person, arising out of or based upon any tax, economic or other right of any person to acquire all or any portion consequences of the Existing Warrants. As used hereinExchange or the transactions contemplated by the Certificate of Designation; provided, “Liens” shall mean any security or other property interest or righthowever, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of lawthat the foregoing does not, and including any agreement (other than this Agreement) to grant shall not, prevent the Holder or submit to any Trustee from enforcing their respective rights hereunder or under the Certificate of the foregoing in the futureDesignation.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, intending that the Company rely on such representations and warranties in issuing the Warrant and any Warrant Shares to the Holder, as follows: (aA) The Holder is duly organized, validly existing and in good standing an "accredited investor" as defined under the laws rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the jurisdiction Company's business or, that the Company has previously acknowledged in which it is organizedwriting to the Holder that the Holder need not be an "accredited investor." (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dB) The Holder understands that the Exchange Warrants and the Warrant Shares have not been and will not, in connection with the issuance of the Warrant to the Holder, be registered under the Securities Act, are subject to substantial restrictions on transfer as set forth herein and may not be sold or transferred absent such registration unless the Holder provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Warrant or the Warrant Shares proposed to be transferred may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. (C) The Holder represents and warrants that it is acquiring the Warrant for its own account, as principal, for investment only and not with a view to resale or distribution and that it will not sell or otherwise transfer any of the Warrant or the Warrant Shares, except in accordance with applicable securities laws. (D) The Holder represents and warrants that it is able to bear the economic risk of losing its entire investment in the Warrant and the Warrant Shares. (E) Holder understands that the Warrant and the Warrant Shares are being offered and sold in reliance on specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is and its controlling persons are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth in this Warrant to determine the applicability of such exemptions and the suitability of the Holder set forth herein for purposes of qualifying for exemptions from registration under to acquire the Securities Act Warrant and applicable state securities lawsthe Warrant Shares. (eF) The Holder owns represents and holds, beneficially warrants that the information set forth in this Warrant concerning the Holder is true and of record, correct. (G) Holder acknowledges and understands the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose meaning of the Existing Warrants free representations made by Holder in this Agreement and clear hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.the

Representations and Warranties of the Holder. (a) The Holder represents and warrants to the Company that, as of the date hereof and as of the Closing Date and as of the Delivery Date: 3.1 It is duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in which it is organizedgood standing. (b) The Holder 3.2 It has all requisite power, authority the power to execute and capacity to enter into deliver this Agreement and consummate the transactions contemplated hereby. The to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance performance. 3.3 The execution and delivery by the Holder of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of its obligations hereunder, does not violate or conflict with (i) any law applicable to it; (ii) any provision of its constitutional documents; or (iii) any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets, except, in the case of (i) and (iii), as would not have a material adverse effect on its performance of its obligations under this Agreement or on the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or . 3.4 All governmental and other right consents that are required to have been obtained by it with respect to this Agreement and the transactions contemplated by this Agreement have been obtained and are in full force and effect and all conditions of any person such consents required to acquire all be complied with on or prior to the date hereof or the Closing Date or the Delivery Date, as applicable, have been complied with. 3.5 Its obligations hereunder constitute its legal, valid and binding obligations, enforceable in accordance with the terms of this Agreement (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 3.6 It is the beneficial owner of the Repurchased Note and will transfer and deliver to the Company on the Closing Date valid title to the Repurchased Note, free and clear of any lien, encumbrance or any portion other such limitation or restriction, except for the pledge over the Repurchased Note under that certain Listco Convertible Note Pledge Agreement dated November 4, 2015 between the Holder and China Merchants Bank Co., Ltd. Tianjin Pilot Free Trade Zone Branch, the release of which will be completed by the above-mentioned bank no later than the Delivery Date. 3.7 The terms of the Existing Warrants. As used hereinRepurchase are the result of bilateral negotiations between the parties. 3.8 Except for the representations and warranties made by the Company in Section 2, “Liens” shall mean the Holder hereby acknowledges that none of the Company or any security affiliate or representative of the Company has made or makes any other property interest express, implied or rightstatutory representation or warranty with respect to the Company, claim, lien, pledge, option, charge, security interest, contingent the Repurchased Note or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising the transaction contemplated by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. The Holder represents, warrants, acknowledges and agrees that: (a) The Holder (i) is duly organizednot located in the United States, validly existing (ii) is not a U.S. Person, (iii) is not acquiring the Warrant and will not acquire the Warrant Shares for the account or benefit of a U.S. Person or a person in good standing under the laws of United States, (iv) did not execute or deliver this Warrant in the jurisdiction United States; and (v) will not engage in which it is organized.any hedging transactions with regard to this Warrant or the Warrant Shares unless in compliance with the Securities Act; (b) The If Holder has all requisite powerdecides to offer, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The executionsell, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery pledge or performance of this Agreement or the consummation of otherwise transfer any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the HolderWarrants or Warrant Shares, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its termswill not offer, subject to limitations on enforcement by general principles sell, pledge or otherwise transfer any of equity such securities, directly or indirectly, unless such securities are registered for resale under the Securities Act and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and under any applicable state securities laws, specifically Section 3(a)(9if required, or: (i) the transfer is to the Company; (ii) the transfer is made outside the United States in accordance with the provisions of Regulation S and in compliance with applicable local laws and regulations; (iii) the Securities Act, and that the Company transfer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions made in compliance with an exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws.; or (iv) the transfer is made in another transaction that does not require registration under the Securities Act or any applicable state securities laws after the seller furnishes to the Company an opinion of outside counsel in form and substance reasonably satisfactory to the Company or other evidence reasonably satisfactory to the Company to such effect; (c) This Warrant and the Warrant Shares have not been registered under the Securities Act or the securities laws of any state of the United States and that the issuance of this Warrant and the Warrant Shares will be made in reliance upon an exclusion from such registration requirements availaible under Regulation S, and this Warrant and the Warrant Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act. Holder is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. ADDITIONALLY, HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT AN INVESTMENT IN THIS WARRANT AND THE WARRANT SHARES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF HOLDER’S INVESTMENT. Holder has no immediate need for liquidity in connection with this investment, and does not anticipate that such Holder will be required to sell this Warrant or Warrant Shares in the foreseeable future; (d) This Warrant and the Warrant Shares are being acquired for the Holder’s own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act; (e) The Holder owns Warrant and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction excluded from the registration and applicable state securities laws. Other than prospectus delivery requirements of the transactions contemplated Securities Act pursuant to Regulation S and that they must be held 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 or is exempted from such registration; (f) Holder has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of the purchase of this AgreementWarrant and the Warrant Shares and of protecting Holder’s interests in connection therewith; (g) Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant; (h) Holder will sell the Warrants and the Warrant Shares only in accordance with the provisions of Regulation S, there is no outstanding vote, plan, pending proposalpursuant to registration under the Securities Act, or other right of pursuant to an available exemption from registration pursuant to the Securities Act; (i) Company will refuse to register any person to acquire all or any portion transfer of the Existing Warrants. As used hereinWarrants and the Warrant Shares not made in accordance with the provisions of Regulation S, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional salepursuant to registration under the Securities Act, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, pursuant to an available exemption from registration; and (j) Holder acknowledges that the Warrants are being issued pursuant to certain prospectus and including any agreement (other than this Agreement) to grant or submit to any registration exemptions under Canadian securities laws and that each of the foregoing in Warrants and the futureWarrant Shares may be subject to a statutory hold period which may be of indefinite duration.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company that: (a) The the Holder is a Delaware limited partnership duly organized, validly existing and in good standing under the laws of the its jurisdiction in which it is organized.of organization; (b) The all actions on the part of the Holder has all requisite powernecessary for the authorization, authority execution and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation performance of the transactions contemplated hereby by the Holderall obligations hereunder, have been duly authorized by all necessary action taken on or prior to the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of date hereof; this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly is validly authorized, executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation obligations of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on except as such enforcement may be limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and by bankruptcy other similar laws relating to, or other laws affecting generally, the enforcement of applicable creditors’ rights generally.and remedies; (c) the Holder is acquiring the Series F Shares for its own account only and not with view towards, or for sale in connection with, the public sale or distribution thereof; (d) The the Holder is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act; (e) the Holder understands that the Exchange Series F Shares are being offered and sold issued to it in reliance on specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is relying in part upon the truth and accuracy of of, and the Holder’s compliance with, the representations, warranties, agreementsacknowledgements, acknowledgments and understandings of the Holder set forth herein for purposes in order to determine the availability of qualifying for such exemptions from registration under and the eligibility of the Holder to acquire the Series F Shares; (f) the Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Series F Shares; the Holder has had the opportunity to review the Company’s filings with the Securities Act and applicable state securities laws. (e) The Exchange Commission; the Holder owns and holdsits advisors, beneficially if any, have been afforded the opportunity to ask questions of the Company; neither such inquiries nor any other due diligence investigations conducted by the Holder or its advisors, if any, or its representatives shall modify, amend or affect the Holder’s right to rely on the Company’s representations and warranties contained herein; the Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of recordthe Series F Shares; the Holder is relying solely on its own accounting, the entire right, titlelegal and tax advisors, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose not on any statements of the Existing Warrants free Company or any of its agents or representatives, for such accounting, legal and clear tax advice with respect to its acquisition of any Lien other than restrictions under the Securities Act Series F Shares and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is ; (g) the Holder understands that no outstanding vote, plan, pending proposal, United States federal or other right of any person to acquire all state agency or any portion other government or governmental agency has passed on or made any recommendation or endorsement of the Existing Warrants. As used Series F Shares or the fairness or suitability of the investment nor have such authorities passed upon or endorsed the merits of the offering of the Series F Shares; (h) the Holder: understands, acknowledges and agrees that upon its consummation of the transactions contemplated by this Agreement on the Closing Date, (i) any and all Exchange Securities owned by it will be automatically cancelled, in each instance without further action on the part of the Company or the Holder except as otherwise set forth herein, “Liens” and (ii) the Holder y surrenders and waives all rights that it has in respect of all of its Exchange Securities (and, for the avoidance of doubt, until such time Xxxxxx is not surrendering or waiving any such rights; (i) notwithstanding anything else contained in this Agreement or the Series F SPA, the Holder shall mean have any security or all rights in, to and under the Exchange Securities owned by it, until the exchange is consummated on the Closing; and (j) on the date hereof and at all times through the Closing Date, the Holder has and will have good and marketable title to the Exchange Securities, free and clear of all liens, securities interests, pledges, hypothecations, encumbrances and other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim adverse claims of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement the Holder covenants and agrees that if the Closing (other than this Agreement) to grant or submit to any of the foregoing as defined in the futureSeries F SPA) occurs, to deliver such title to the Exchange Securities to the Company on the Closing Date.

Representations and Warranties of the Holder. The Holder represents and warrants to, and agrees with, the Company that: (a) The Holder has been duly organized and is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) The Holder has all requisite powerof its organization, with company power and authority to execute, deliver and capacity to enter into perform the terms of this Agreement and to consummate the transactions contemplated hereby. The Exchange and has taken all necessary company action to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (cb) This Agreement has been duly and validly executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by bankruptcy, insolvency or other similar laws of general application affecting creditors’ rights and general principles of equity equity. (c) All consents, approvals, orders and by bankruptcy authorizations required on the part of the Holder in connection with the execution, delivery or other laws affecting performance of each Transaction Document and the enforcement consummation of creditors’ rights generallythe transactions contemplated hereby and thereby have been obtained and are effective as of the date hereof. (d) The Securities to be received by the Holder understands that hereunder will be acquired for such Holder’s own account, not as nominee, trustee, representative or agent, and not with a view to the Exchange Shares are being offered resale or distribution of any part thereof in violation of the 1933 Act, and sold such Holder has no present intention of selling, granting any participation in, or otherwise distributing the same and has no arrangement or understanding with any other Persons regarding the distribution of such Securities in reliance on specific provisions violation of federal the 1933 Act or any applicable federal, provincial or state securities law without prejudice, however, to such Holder’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal, provincial and state securities laws, specifically Section 3(a)(9) of . Such Holder is acquiring the Securities Act, and that hereunder in the Company ordinary course of its business. Nothing contained herein shall be deemed a representation or warranty by such Holder to hold the Securities for any period of time. Such Holder is relying upon not a broker-dealer registered with the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration SEC under the Securities 1934 Act and applicable state securities lawsor an entity engaged in a business that would require it to be so registered. (e) The Neither the execution and delivery by the Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding votethe compliance by the Holder with the terms and conditions hereof, plan, pending proposal, or other right nor the consummation by the Holder of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.the

Representations and Warranties of the Holder. The Holder hereby represents and warrants to Stratasys as follows: (a) The Holder (i) is duly organized, validly existing and in good standing under the laws owner of the jurisdiction in which it is organizedSubject Securities, free and clear of any liens, adverse claims, charges or other encumbrances of any nature whatsoever (other than pursuant to (x) applicable restrictions on transfer under applicable securities laws or the Company’s Memorandum of Association or Current Company Articles, or (y) this Agreement), and (ii) does not beneficially own any securities of the Company (including options, warrants or convertible securities) other than the Subject Securities. (b) Except as provided in the Merger Agreement and as set forth on Schedule A, the Holder has the sole right to vote and to direct the voting of the Subject Securities (or, if this Agreement also is signed by the Holder’s spouse, the Holder and his or her spouse together have the sole right to vote and to direct the voting of the Subject Securities), and none of the Subject Securities are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Securities, except as set forth in this Agreement. (c) The Holder has all the requisite power, power and authority to execute and capacity to enter into deliver this Agreement and the Proxy, to consummate the transactions contemplated herebyhereby and thereby and to comply with the terms hereof and thereof. The execution, execution and delivery and performance by the Holder of this Agreement, Agreement and the Proxy, the consummation by the Holder of the transactions contemplated hereby and thereby and the compliance by the Holder, Holder with the provisions hereof and thereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of the Holder, and no other corporate, company, partnership or other proceedings on the part of the Holder are necessary to authorize this Agreement and the executionProxy, delivery to consummate the transactions contemplated hereby and thereby or performance to comply with the provisions hereof or thereof. (d) Each of this Agreement or and the consummation of any of the transactions contemplated hereby. (c) This Agreement Proxy has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation of the Holder, Holder and is enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns execution and holds, beneficially delivery of this Agreement and of recordthe Proxy, the entire right, title, and interest in and to the Existing Warrants free and clear consummation of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, any provision of (i) the governing corporate documents of the Holder, if applicable, (ii) any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Holder or its properties or assets, or (iii) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Holder is a party or by which the Holder or the Holder’s assets are bound, except for such violations, breaches or defaults, as would not reasonably be expected to prevent or materially delay the performance by the Holder of any of its obligations under this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, intending that the Company rely on such representations and warranties in issuing the Warrant and any Warrant Shares to the Holder, as follows: (aA) The Holder is duly organized, validly existing and in good standing an "accredited investor" as defined under the laws rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the jurisdiction Company's business or, that the Company has previously acknowledged in which it is organizedwriting to the Holder that the Holder need not be an "accredited investor." (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dB) The Holder understands that the Exchange Warrants and the Warrant Shares have not been and will not, in connection with the issuance of the Warrant to the Holder, be registered under the Securities Act, are subject to substantial restrictions on transfer as set forth herein and may not be sold or transferred absent such registration unless the Holder provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Warrant or the Warrant Shares proposed to be transferred may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. (C) The Holder represents and warrants that it is acquiring the Warrant for its own account, as principal, for investment only and not with a view to resale or distribution and that it will not sell or otherwise transfer any of the Warrant or the Warrant Shares, except in accordance with applicable securities laws. (D) The Holder represents and warrants that it is able to bear the economic risk of losing its entire investment in the Warrant and the Warrant Shares. (E) Holder understands that the Warrant and the Warrant Shares are being offered and sold in reliance on specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is and its controlling persons are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth in this Warrant to determine the applicability of such exemptions and the suitability of the Holder set forth herein for purposes of qualifying for exemptions from registration under to acquire the Securities Act Warrant and applicable state securities lawsthe Warrant Shares. (eF) The Holder owns represents and holds, beneficially warrants that the information set forth in this Warrant concerning the Holder is true and of record, correct. (G) Holder acknowledges and understands the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose meaning of the Existing Warrants free representations made by Holder in this Agreement and clear hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of the Company from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys' fees) arising out of or due to a breach by the Holder of any Lien other than restrictions under such representations. All representations set forth in subparagraphs (B), (C), (E) and (G) shall survive the Securities Act delivery of this Warrant and applicable state securities laws. Other than the transactions contemplated purchase by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion the Holder of the Existing WarrantsWarrant and any Warrant Shares. As used hereinEPL TECHNOLOGIES, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, INC. By____________________________ Name: Xxxx X. Xxxxxx Title: President and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.CEO Attest:

Representations and Warranties of the Holder. The Holder understands and represents and warrants to, and agrees with Company that: (a) The Holder is duly organizedunderstands that no federal or state agencies have passed on, validly existing and in good standing under the laws or made any recommendation or endorsement with respect to this Warrant or any of the jurisdiction in which it is organizedshares of Common Stock issuable upon the exercise of this Warrant. (b) The Holder acknowledges, in making the decision to acquire this Warrant and exercise this Warrant, that the Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby relied solely upon independent investigations made by the Holder, have been duly authorized Holder and not upon any representations made by all necessary action on the part Company or with respect to the Company or with respect to the shares of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebyCommon Stock. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that this Warrant and the Exchange Shares shares of Common Stock issuable upon the exercise of this Warrant are being offered and sold to it in reliance on specific provisions exemptions from or non-application of the registration requirements of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes in order to determine the applicability of qualifying for such exemptions from and the suitability of the Holder. (d) The Holder is not a U.S. Person (as defined in Regulation S) under the Act and is not and will not be an affiliate (as defined in the U.S. Securities Exchange Act of 1934, as amended) of the Company. The Holder certifies under penalty of perjury that it is neither a citizen nor a resident of the United States and that its address set forth in the Escrow Agreement, dated December 20, 1996, among the Holder, the Company and the Escrow Agent named therein, is correct. (e) No public offer or solicitation of this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant was made to the Holder. No offer of this Warrant or the shares of Common Stock issuable upon the exercise of this Warrant was made to the Holder while Holdxx xxx present in the United States. At the time Holder acquires this Warrant, the Holder is located outside the United States. (f) The Holder is aware that this Warrant and the Common Stock issuable upon the exercise of this Warrant have not been and will not be registered under the Act (except as may be required under Section 10 below) and will only be offered or sold pursuant to registration under the Securities Act or an available exemption therefrom and the Holder has not, and will not, engage in any public offering or distribution of the Warrant or the shares of Common Stock issuable upon its exercise. (g) The Holder (i) will not, during the period of time commencing from the date of this Warrant and ending ninety (90) days from the date of this Warrant (the "Restricted Period"), offer or sell or agree to sell any of the shares of Common Stock issuable upon the exercise of this Warrant in the United States, to a U.S. Person or for the benefit of a U.S. Person, and (ii) will, after the expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the shares of Common Stock issuable upon the exercise of this Warrant only pursuant to registration under the Act or an available exemption therefrom and, in any case, in accordance with applicable federal and state securities laws. (eh) The Holder owns has been advised of and holdsis familiar with, beneficially and of record, the entire right, titlehas complied, and interest in will comply, with the offering restrictions, and to the Existing Warrants free and clear all other requirements, of all Liens Regulation S. (as defined below). i) The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there Warrant (i) have not been prearranged by the Holder with a purchaser located in the United States or a U.S. Person and (ii) are not part of a plan or scheme by the Holder to evade the registration provisions of the Act. (j) The Holder is no outstanding vote, plan, pending proposalan "accredited investor" as defined in the Act and will be acquiring this Warrant for its account for the purpose of investment and not (i) with a view to, or other right for sale in connection with, any distribution thereof or (ii) for the account or on behalf of any person to U.S. Person. EXHIBIT 99.3 (CONTINUED) (k) The Holder will acquire all the shares of Common Stock issued upon the exercise of this Warrant for the purpose of investment and not (i) with a view to, or for sale in connection with, any distribution thereof or (ii) for the account of or on behalf of any U.S. Person. (l) Neither the Holder nor any of its affiliates has entered, has any intention of entering, or will, while any portion of the Existing Warrants. As used hereinthis Warrant remains unexercised, “Liens” shall mean enter into with any security person, any put option, short position or other property interest similar instruments or right, claim, lien, pledge, option, charge, security interest, contingent position with respect to the shares of Common Stock issuable upon the exercise of this Warrant or conditional sale, or participate in any other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) attempt designed to grant or submit to any lower the trading prices of the foregoing Common Stock. (m) The Holder shall indemnify the Company against any loss, cost or damages (including reasonable attorney's fees and expenses) incurred as a result of such parties' breach of any representation, warranty, covenant or agreement in the futurethis Warrant.

Representations and Warranties of the Holder. The Holder represents and warrants to the Company, as of the date hereof and as of the date of delivery of the Exchanged Note that: (a) The 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 all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance by the Holder of this Agreement, and the consummation of the transactions contemplated hereby by are within the Holder, powers of the Holder and have been or will have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of that this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation agreement of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement except (i) as limited by general principles of equity applicable bankruptcy, insolvency, reorganization, moratorium, and by bankruptcy or other laws of general application affecting the enforcement of or creditors’ rights generallygenerally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution, delivery and performance by the Holder of this Agreement and the consummation of the transactions contemplated hereby require no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official on the part of the Holder. (c) The execution, delivery and performance by the Holder and the Company of this Agreement, and the consummation of the transactions contemplated by this Agreement, do not and will not (i) violate the certificate of incorporation (or similar constituent document) or bylaws of the Holder, (ii) violate any material agreement to which the Holder is a party or by which the Holder or any of its property or assets is bound, or (iii) violate any law, rule, regulation, judgment, injunction, order or decree applicable to the Holder. (d) The Holder is the beneficial owner of the Exchanged Note, no event of default has occurred or is existing under the Exchanged Note and upon the consummation of the transactions contemplated hereby, the Company will receive the Exchanged Note, in each case, free and clear of all encumbrances, liens, equities or claims created by the Holder. (e) There is no investment banker, broker, finder or other intermediary which has been retained by, will be retained by or is authorized to act on behalf of the Holder who might be entitled to any fee or commission from the Company or the Holder upon consummation of the transactions contemplated by this Agreement. (f) The Holder has not paid, given or received any commission or other remuneration directly or indirectly in connection with the exchange of the Exchanged Note for the Shares. (g) The Holder, through its representative and affiliates, (i) is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and the Holder has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Holder’s own financial circumstances; (ii) has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information, including the Company’s filings with the Securities and Exchange Commission; (iii) is acquiring the Shares in the ordinary course of its business and for its own account and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or in violation of any applicable securities laws; (iv) will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares, nor will the Holder engage in any short sale that results in a disposition of any of the Shares by the Holder, except in compliance with the Securities Act, and the rules and regulations thereunder and any applicable state securities laws; and (v) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. (h) The Holder understands that the Exchange Shares are being offered and sold to it in reliance on upon specific provisions of federal and state securities laws, specifically Section 3(a)(9) exemptions from the registration requirements of the Securities Act, the rules and regulations thereunder and state securities laws and that the Company is relying upon the truth and accuracy of of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes in order to determine the availability of qualifying for such exemptions from registration under and the Securities Act and applicable state securities lawseligibility of the Holder to acquire the Shares. (ei) The Holder owns and holds, beneficially and of record, understands that nothing in the entire right, title, and interest in and Agreement or any other materials presented to the Existing Warrants free Holder in connection with the purchase and clear sale of all Liens (as defined below)the Shares constitutes legal, tax or investment advice. The Holder has the full power consulted such legal, tax and authority to transfer and dispose investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Existing Warrants free Shares. (j) The Holder understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of the Holder’s investment, and clear the Holder has full cognizance of any Lien other than restrictions and understands all of the risks related to the Holder’s purchase of the Shares. The Holder understands that no market exists or is expected to exist for the Shares, that the market price of the Common Stock into which the Shares are convertible has been volatile and that no representation is being made as to the future value of the Shares or the Common Stock issuable upon conversion of the Shares. (k) The Holder understands that the Shares will be treated as “restricted securities” under the Securities Act federal securities laws and under such laws and applicable state securities lawsregulations, such Shares will bear a restrictive legend in substantially the form set out in the Certificate of Designations establishing the Shares. Other than The Holder further understands that the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right shares of any person to acquire all or any portion Common Stock issuable upon conversion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of Shares will bear a restrictive legend in substantially the foregoing in the futuresame form.

Representations and Warranties of the Holder. The Holder hereby represents and warrants as of the date hereof as follows: (a) The Holder understands that this Warrant is duly organizedand the Warrant Shares (together with this Warrant the “Securities”) will be “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring this Warrant and, validly existing upon exercise of this Warrant, will acquire the Warrant Shares issuable upon exercise hereof as principal for its own account and not with a view to, or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities laws; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Securities for any minimum period of time and reserves the right, subject to the provisions of this Warrant, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in good standing under compliance with applicable federal and state securities laws. The Holder is acquiring the laws Securities hereunder in the ordinary course of its business. The Holder does not presently have any agreement, plan or understanding, directly or indirectly, with any person to distribute or effect any distribution of any of the jurisdiction Securities (or any securities which are derivatives thereof) to or through any person or entity; the Holder is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in which a business that would require it is organizedto be so registered as a broker-dealer. (b) The At the time the Holder has all requisite powerwas offered this Warrant, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreementit was, and at the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holderdate hereof it is, and no other proceedings on each date on which it exercises this Warrant it will be, an “accredited investor” as defined in Rule 501(a) under the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebySecurities Act. (c) The Holder is not acquiring the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. *** This Agreement material has been duly executed omitted pursuant to a request for a confidential treatment and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance filed separately with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsExchange Commission. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. (a) The 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 all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. Each Holder represents and warrants to the Company as follows (with respect to such Holder only and not with respect to any other Holder): (a) The Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) The Such Holder has all the requisite power, power and authority to execute and capacity to enter into deliver this Agreement and to consummate the transactions contemplated hereby. The hereby and perform its obligations hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (b) Such Holder is a beneficial owner of, and the consummation has good title to such Holder’s Purchased Notes, free and clear of the transactions contemplated hereby by the Holderany mortgage, have been duly authorized by all necessary action pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation, including any restriction on the part right to vote, sell or otherwise dispose of such Holder’s Purchased Notes (each, a “Lien”) other than any Liens to be released or terminated at or prior to the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebyClosing. (c) As of the date hereof, (i) such Holder beneficially owns the aggregate principal amount of the Notes set forth on Schedule I opposite such Holder’s name and (ii) except for the Notes set forth in Schedule I opposite such Holder’s name, such Holder does not own any of the Notes. (d) This Agreement has been duly executed and delivered by the Holder, such Holder and, assuming due authorization, execution and delivery of this Agreement by the Company, constitutes or will constitute the legal, is a valid and binding obligation of the Holder, such Holder enforceable against the such Holder in accordance with its terms, subject to limitations on enforcement except as such enforceability against such Holder may be limited by general principles of equity and by bankruptcy bankruptcy, insolvency or other similar laws of general applicability affecting the enforcement of creditors’ rights generally. (d) The Holder understands that generally and by the Exchange Shares are being offered and sold court’s discretion in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsrelation to equitable remedies. (e) The Neither the execution and delivery of this Agreement nor the performance by such Holder owns and holdsof its obligations hereunder will conflict with, beneficially and result in a violation or breach of, or constitute a default (or an event that, with notice or lapse of recordtime or both, would result in a default) or give rise to any right of termination, amendment, cancellation, or acceleration or result in the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear creation of any Lien on such Holder’s Purchased Notes under, (i) its certificate or articles of incorporation or bylaws (or similar organizational documents), (ii) any contract, commitment, note, agreement, understanding, arrangement or restriction of any kind to which such Holder is a party or by which such Holder is bound or (iii) any injunction, judgment, writ, decree, order or ruling applicable to such Holder; except in the case of clauses (ii) and (iii) for conflicts, violations, breaches, defaults, terminations, amendments, cancellations, accelerations or Liens that would not individually or in the aggregate be reasonably expected to prevent or materially impair or delay the consummation by such Holder of the transactions contemplated hereby. (f) Neither the execution and delivery of this Agreement nor the performance by such Holder of such Holder’s obligations hereunder will violate any law, decree, statute, rule or regulation applicable to such Holder or require any order, consent, authorization or approval of, filing or registration with, or declaration or notice to, any court, administrative agency or other than restrictions under governmental body or authority. (g) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission payable by the Securities Act and applicable state securities laws. Other than Company in connection with the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right Agreement as a result of any person to acquire all or any portion actions taken by such Holder. (h) Such Holder has been advised by the Company that upon consummation of the Existing Warrants. As used hereinTransaction, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim the Company will redeem all of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement the Notes (other than the Notes to be purchased from the Holders pursuant to this Agreement) to grant or submit to any that remain outstanding (the “Remaining Notes”) at a price of 103.500% of the foregoing principal amount plus accrued and unpaid interest thereon in accordance with the futureterms of Section 3.07 of the Original Indenture.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, intending that the Company rely on such representations and warranties in issuing the Warrant and any Warrant Shares to the Holder, as follows: (aA) The Holder is duly organized, validly existing and in good standing an "accredited investor" as defined under the laws rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the jurisdiction Company's business or, that the Company has previously acknowledged in which it is organizedwriting to the Holder that the Holder need not be an "accredited investor." (b) The Holder has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (dB) The Holder understands that the Exchange Warrants and the Warrant Shares have not been and will not, in connection with the issuance of the Warrant to the Holder, be registered under the Securities Act, are subject to substantial restrictions on transfer as set forth herein and may not be sold or transferred absent such registration unless the Holder provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Warrant or the Warrant Shares proposed to be transferred may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. (C) The Holder represents and warrants that it is acquiring the Warrant for its own account, as principal, for investment only and not with a view to resale or distribution and that it will not sell or otherwise transfer any of the Warrant or the Warrant Shares, except in accordance with applicable securities laws. (D) The Holder represents and warrants that it is able to bear the economic risk of losing its entire investment in the Warrant and the Warrant Shares. (E) Holder understands that the Warrant and the Warrant Shares are being offered and sold in reliance on specific provisions exemptions from the registration requirements of United States federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, laws and that the Company is and its controlling persons are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth in this Warrant to determine the applicability of such exemptions and the suitability of the Holder set forth herein for purposes of qualifying for exemptions from registration under to acquire the Securities Act Warrant and applicable state securities lawsthe Warrant Shares. (eF) Holder represents and warrants that the information set forth in this Warrant concerning the Holder is true and correct. (G) Holder acknowledges and understands the meaning of the representations made by Holder in this Agreement and hereby agrees to indemnify and hold harmless the Company and all persons deemed to be in control of the Company from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys' fees) arising out of or due to a breach by the Holder of any such representations. All representations set forth in subparagraphs (B), (C), (E) and (G) shall survive the delivery of this Warrant and the purchase by the Holder of the Warrant and any Warrant Shares. EPL TECHNOLOGIES, INC. By /s/ Xxxxxxx X. Xxx --------------------- Name: Xxxxxxx X. Xxx Title: Secretary Dated: October 9, 2000 EPL TECHNOLOGIES, INC. PURCHASE FORM Dated: The Holder owns and holds, beneficially and of record, undersigned hereby elects to exercise the entire right, title, and interest in and within Warrant to the Existing Warrants free extent of purchasing ___________ shares of Common Stock and clear of all Liens (as defined below). The Holder has the hereby delivers a bank or certified check or wire transfer constituting full power and authority to transfer and dispose payment of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureExercise Price hereof.

Representations and Warranties of the Holder. With respect to the acquisition of this Warrant and any of the Shares, Holder hereby represents and warrants to, and agrees with, the Company as follows: (a) The Holder is duly organized, organized and validly existing and in good standing as a limited liability company under the laws of the jurisdiction in which it is organizedState of Delaware. (b) The Holder has all requisite powerlimited liability power and authority to execute this Warrant and the other Transaction Documents, authority and capacity to enter into this Agreement perform its obligations hereunder and consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Holder of this AgreementWarrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby by the Holder, and thereby have been duly authorized by all necessary limited liability company action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement Warrant is issued to Holder in reliance upon Xxxxxx’s representation to the Company that this Warrant and the Warrant Shares and any Additional Warrant Shares will be acquired for investment for Xxxxxx’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof other than to an affiliate, and that Xxxxxx has been duly executed and delivered by no present intention of selling, granting any participation in, or otherwise distributing the Holdersame other than to an affiliate. By executing this Warrant, andHolder further represents that Xxxxxx does not have any contract, assuming due execution and delivery by the Companyundertaking, constitutes agreement or will constitute the legalarrangement with any person, valid and binding obligation other than an affiliate, to sell, transfer or grant participations to such person or to any third person with respect to any of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy Warrant Shares or other laws affecting the enforcement of creditors’ rights generallyAdditional Warrant Shares. (d) The Holder understands that this Warrant and the Exchange Warrant Shares are being offered and sold in reliance not registered under the Act on specific provisions the ground that the issuance of federal and state such securities laws, specifically Section 3(a)(9) of is exempt from registration under the Securities Act, and that the Company Company’s reliance on such exemption is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder predicated on Xxxxxx’s representations set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsherein. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens is an “accredited investor” (as defined belowin the Act). The . (f) Holder has understands that this Warrant and the full power Warrant Shares and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions Additional Warrant Shares are “restricted securities” under the Securities Act federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such federal securities laws and applicable state regulations such securities laws. Other than may be resold without registration under the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing Act only in the futurecertain limited circumstances.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Issuer as follows, such representations and warranties to be true and correct as of the date of Exercise: (a) The Holder is duly organized, validly existing and in good standing under aware that no federal or state agency has passed upon the laws Warrant Shares or made any finding or determination concerning the fairness of the jurisdiction in which it is organized.this investment (b) The Holder has all requisite powerhad an opportunity to ask questions of and receive answers from representatives of the Issuer, authority concerning the terms and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance conditions of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated herebyinvestment. (c) This Agreement has been duly executed and delivered by The Warrant Shares will be acquired for the Holder's own account, and, assuming due execution for investment only and delivery by not with a view toward resale or distribution in a manner which would require registration under the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generallySecurities Act. (d) The Holder understands that is an "accredited investor" as defined in Rule 501(a) under the Exchange Shares are being offered Securities Act. The Holder is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and sold is a corporation, Massachusetts or similar business trust or partnership not formed for the specific purpose of acquiring the securities offered, with total assets in reliance on specific provisions excess of $5,000,000. The Holder agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws, specifically Section 3(a)(9) laws in connection with the purchase and sale of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsWarrant Shares. (e) The Holder owns acknowledges that there are substantial restrictions on the transferability of the Warrant Shares as required pursuant to federal and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below)state securities laws. The Holder has further agrees to be responsible for compliance with all conditions on transfer imposed by any state blue sky or securities law. The Holder acknowledges that each certificate representing the full power and authority Warrant Shares shall be stamped with a restrictive legend substantially similar to transfer and dispose the following: "The securities evidenced by this certificate may not be offered or sold, transferred, pledged, hypothecated or otherwise disposed of the Existing Warrants free and clear of any Lien other than restrictions except (i) pursuant to an effective registration statement under the Securities Act and applicable state of 1933, as amended (the "Act"), (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under the Act relating to the disposition of securities) or (iii) If an exemption from registration under such Act is available. Notwithstanding the foregoing, the securities laws. Other than the transactions contemplated evidenced by this Agreementcertificate are also subject to the registration rights set forth in that certain Subscription Agreement by and between the Holder hereof and the Issuer, there a copy of which is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of on file at the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureIssuer's principal executive office."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company that the statements contained in the following paragraphs of this Section 2(b) are all true and correct as of the date hereof: (ai) The Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) State of California and has all requisite limited liability company power and authority to carry on its business as now conducted. The Holder has all requisite power, authority and capacity power to enter into into, execute and deliver this Agreement and consummate the transactions contemplated herebyRegistration Agreement. The execution, delivery and performance of this This Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due upon execution and delivery by the Companyparties thereto, constitutes or the Registration Agreement, will constitute the legal, be valid and binding obligation obligations of the HolderCompany, enforceable against the Holder in accordance with its their terms, subject to limitations on enforcement except as the same may be limited by general principles of equity bankruptcy, insolvency, moratorium and by bankruptcy or other laws of general application affecting the enforcement of creditors’ rights generallyand general principles of equity. (dii) The Holder understands that (A) the Exchange Conversion Shares are being offered have not been registered, and sold as of the date hereof will not be registered, under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws by reason of their issuance in reliance on specific provisions a transaction exempt from the registration requirements of federal the Securities Act and applicable state securities laws, specifically Section 3(a)(9(B) of the Securities Act, and that the Company Conversion Shares must be held indefinitely unless a subsequent disposition thereof is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration registered under the Securities Act and applicable state securities laws or is exempt from such registration, and (C) Rule 144 promulgated under the Securities Act, which permits limited resales of restricted securities, is not currently available with respect to resales of the Conversion Shares and may not become available. (iii) The Holder is acquiring the Conversion Shares for its own account and not with a view to, or for sale in connection with, directly or indirectly, any distribution thereof that would require registration under the Securities Act or applicable state securities laws or would otherwise violate the Securities Act or such state securities laws. (eiv) The Holder owns has relied upon independent investigations made by it or its representatives and holdsis fully familiar with the business, beneficially results of operations, financial condition, prospects and other affairs of recordthe Company, has been given the entire rightopportunity to discuss the Company’s business, titlemanagement and financial affairs with the Company’s management, and interest in has had the opportunity to examine all relevant documents and to ask questions of, and to receive answers from the Existing Warrants free Company and clear its management. (v) The Holder realizes that the Conversion Shares are speculative investments involving a high degree of all Liens risk for which there is no assurance of any return. (as defined below). vi) The Holder has such knowledge and experience in financial and business affairs, including investing in companies similar to the full power Company, and is capable of determining the information necessary to make an informed investment decision, of requesting such information from the Company, and of utilizing the information that it has received from the Company to evaluate the merits and risks of its investment in the Conversion Shares. (vii) The Holder is able to bear the economic risk of its investment in the Conversion Shares and understands that it must do so for an indefinite period of time. (viii) The Holder is aware that no national, state, municipal, or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority to transfer and dispose thereof has passed upon or made any finding or determination concerning the fairness of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding voteand that it must forego the security, planif any, pending proposalthat such a review would provide. (ix) The Holder understands and acknowledges that neither the IRS nor any other governmental entity has been asked to rule on the Tax consequences of the transactions contemplated by this Agreement and, accordingly, in making its decision to approve the transactions contemplated by this Agreement, it has relied upon the investigations of its own Tax and business advisors in addition to his own independent investigations as to, and that it and its advisors have fully considered all of the Tax consequences of the transactions contemplated by this Agreement. For purposes hereof, “Tax” and “Taxes” includes (A) any federal, state, local or foreign income, gross receipts, capital, franchise, import, goods and services, value added, sales and use, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee withholding, unclaimed property, escheat or other right tax of any person kind whatsoever, including any interest, penalties or additions to acquire all tax or any portion additional amounts in respect of the Existing Warrants. As used hereinforegoing, “Liens” shall mean (B) any security liability for the payment of any amounts of the type described in (A) as a result of being a member of a consolidated, combined, unitary or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of lawaggregate group for any Taxable period, and including (C) any agreement liability for the payment of any amounts of the type described in (other than this AgreementA) to grant or submit (B) as a result of being a transferee or successor to any person or as a result of any express or implied obligation to indemnify any other Person (x) The Holder understands that the foregoing in Conversion Shares will bear the futurefollowing legend (or a substantially similar legend): “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

Representations and Warranties of the Holder. (a) The 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 all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally. (d) The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Existing Warrants Outstanding Warrant free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants Outstanding Warrant free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of the Holder has not entered into any agreement with any person to acquire all or any portion of the Existing WarrantsOutstanding Warrant. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. In connection with the purchase and cancellation of the Convertible Note by AUVI pursuant to this Agreement and the issuance of the Shares to the Holder as part of the Note Purchase/Cancellation Price, the Holder hereby represents and warrants to AUVI: (a) The Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organizedof its organization. (b) The Holder has all requisite power, power and authority to execute and capacity to enter into deliver this Agreement and consummate the transactions contemplated herebyto perform its obligations hereunder. The execution, execution and delivery and performance of this Agreement, Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) . This Agreement has been duly executed and delivered by the Holder, Holder and, assuming the due execution authorization, execution, and delivery by the Companyother parties hereto, constitutes or will constitute the legal, valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its termsterms and conditions, subject to limitations on enforcement by laws of general principles application relating to public policy, bankruptcy, insolvency, and the relief of equity debtors and by bankruptcy rules of law governing specific performance, injunctive relief, and other equitable remedies. (c) The Holder is the beneficial and record owner of the Convertible Note. Except for this Agreement, there are no agreements or other laws affecting rights or arrangements existing which provide for the enforcement sale, purchase, exchange, or other transfer by the Holder of creditors’ rights generallythe Convertible Note or any interests therein. (d) The Holder is acquiring the Shares for investment purposes and for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in, or otherwise distributing the Series B Preferred Stock in violation of the Securities Act of 1933, as amended (the “Securities Act”). The Holder understands that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of to be issued to Holder pursuant to this Agreement have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsHolder’s representations as expressed in this Section 2. (e) The Holder owns and holds, beneficially and is an “accredited investor” as that term is defined in Rule 501 of record, Regulation D promulgated under the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens Securities Act. (as defined below). f) The Holder has understands that the full power Shares issued to it pursuant to this Agreement will be characterized as “restricted securities” under federal and authority to transfer state securities laws as they are being acquired from AUVI in a transaction not involving a public offering and dispose of the Existing Warrants free and clear of any Lien other than restrictions may be resold without registration under the Securities Act and applicable state only in certain limited circumstances. The Holder acknowledges that the Shares issued to it pursuant to this Agreement must be held indefinitely unless a sale of such securities laws. Other than is subsequently registered under the transactions contemplated by this Agreement, there Securities Act or an exemption from such registration is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureavailable.

Representations and Warranties of the Holder. (a) The 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 all requisite power, power and authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby, including the purchase of the Note. The execution, delivery and performance of this This Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly when executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms. (b) The Holder is acquiring the Note and the Warrant to be purchased by the Holder for the Holder’s own account for investment and not with a view to, subject or for sale in connection with, any distribution thereof, nor with any present intention of distribution or selling the same, and, except as contemplated by this Agreement, the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Holder understands that the Note, the Warrant and the common stock issuable upon exercise of the Warrant in accordance with their respective terms may not be sold, transferred or otherwise disposed of without registration under the Securities Act of 1933 (the “Securities Act”) or an exemption therefrom, and that in the absence of an effective registration statement covering the Note, the Warrant and the common stock or an available exemption from registration under the Securities Act, the Note, the Warrant and the common stock must be held indefinitely. (c) The Holder understands that the Note, the Warrant and the common stock issuable upon exercise of the Warrant are not registered under the Securities Act in reliance on an exemption from registration under the Securities Act pursuant to limitations on enforcement Section 4(2) thereof and Rule 506 thereunder for the sale contemplated by general principles this Agreement and the issuance of equity the Note and by bankruptcy or other laws affecting the enforcement Warrant and the shares of creditors’ rights generallycommon stock issuable upon exercise of the Warrant will bear a restrictive legend. (d) The Holder understands acknowledges that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) purchase of the Securities Act, Note and that the Company is relying Warrant and any shares of common stock issuable upon the truth and accuracy exercise of the representationsWarrant entails a high degree of risk, warrantiesincluding the risk factors contained in filings by ETI with the Securities and Exchange Commission including its annual report on Form 10-KSB for the year ended December 31, agreements2007 and in other publicly available information. These risks include, acknowledgments without limitation, the inability of ETI to achieve its business plan objectives, including the successful commercialization of its Ozonix™ process and understandings the risk of a failure to pay in full the principal and interest of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsNote in accordance with its terms. (e) The Holder owns represents that the Holder has had an opportunity to ask questions and holds, beneficially receive answers from ETI regarding the terms and conditions of recordthis Agreement and the reasons for this offering of the Note and the Warrant, the entire rightbusiness prospects of ETI, titlethe risks attendant to ETI’s business, and interest the risks relating to an investment in ETI, including the terms and conditions of the Note and Warrants and further acknowledges that the Holder has had an opportunity to obtain additional information (to the Existing Warrants free extent ETI possesses such information and clear could acquire it without unreasonable effort or expense) necessary to verify the accuracy of all Liens any information furnished to such Holder or to which such Holder had access. ETI will put such information in writing if requested by the Holder. the Holder acknowledges the receipt (without exhibits) of ETI’s annual report on Form 10-KSB with respect to the year ended December 31, 2007, the quarterly report on Form 10-QSB for the quarter ended March 31, 2008, and the current reports on Form 8-K (as defined below)well as any other reports) filed prior to the time the Holder submits his subscription. These reports will be made available to the Holder upon written request by the Holder. The Holder has is relying solely upon these reports, other public information distributed by ETI and other written information prepared by ETI. The Holder also acknowledges that ETI may pay a finder’s fee in connection with his investment; provided, however, that any such finder’s fee shall be the full power and authority to transfer and dispose sole responsibility of ETI. (f) The Holder represents that the Holder is an “accredited investor” within the meaning of the Existing Warrants free applicable rules and clear of any Lien other than restrictions regulations promulgated under the Securities Act or is otherwise experienced in evaluating and applicable state investing in private placement transactions of securities lawsin similar circumstances and acknowledges that the Holder: · can bear the economic risk of such Holder’s investment; · has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the investment in the securities comprising the Note. Other than Further, the transactions contemplated by this AgreementHolder: · has adequate means of providing for his, there her or its current financial needs and contingencies, · is able to bear the substantial economic risks of an investment in the securities comprising the Note for an indefinite period of time, · has no outstanding voteneed for liquidity in such investment, plan· has made commitments to investments that are not readily marketable which are reasonable in relation to the Holder’s net worth, pending proposaland · can afford a complete loss of such investment. (g) The Holder acknowledges that the Holder is purchasing the Note and the Warrant for an indefinite period of time, has no need for liquidity in such investment, has made commitments to investments that are not readily marketable which are reasonable in relation to the undersigned’s net worth and can afford a complete loss of such investment. (h) The Holder has such knowledge and experience in financial, tax and business matters so as to enable the Holder to utilize the information made available to it in connection with the offering of the securities comprising the Note and the Warrant to evaluate the merits and risks of an investment in the securities comprising the Note and the Warrant and to make an informed investment decision with respect thereto. (i) The Holder is not relying on ETI with respect to the tax and other economic considerations of an investment in the securities comprising the Note and the Warrant, and the Holder has relied on the advice of, or has consulted with, only the Holder’s own advisors. (j) The Holder is not subscribing for the securities comprising the Note and the Warrant as a result of or subsequent to any advertisement, articles, notice or other right of communication published in any person to acquire all newspaper, television or radio or presented at any seminar or meeting, or any portion solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally. (k) The information furnished by the Holder contained in this Agreement including Schedule D, is true and correct in all material respects, including any information which the Holder has furnished and will furnish to ETI with respect to such Holder’s financial position, business experience and residence, is correct and complete as of the Existing Warrants. As used herein, “Liens” shall mean date of this Agreement and if there should be any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim material change in such information prior to ETI’s acceptance of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, this Agreement and including any agreement (other than this Agreement) to grant or submit to any the depositing of the foregoing payment described above, the Holder will furnish such revised or corrected information to ETI. The representations, warranties and agreements of the Holder contained herein shall survive the execution and delivery of this Agreement and the purchase of the Note and the Warrant. (l) The Holder acknowledges that the Holder has received notice of the Holder’s possible right under applicable Florida law to rescind the purchase of the securities comprising the Note and the Warrant within three business days following the payment of the purchase price as set forth in the futureSection 20 hereof.

Representations and Warranties of the Holder. The Holder -------------------------------------------- hereby represents and warrants to CalWest and Rooster Acquisition Corp. as follows: (a) The Such Holder is the record and beneficial owner of, and has good and valid title to, (i) the Cabot Common Shares (such Cabot Common Shares, together with any Cabot Common Shares acquired by the Holder after the date of this Agreement, whether upon the exercise of options to purchase Cabot Common Shares or otherwise, all as may be adjusted from time to time pursuant to Section 7 hereof, the "Shares" and together with the LP Units, the "Securities") ------ ---------- and/or (ii) the LP Units in each case set forth opposite his, her or its name on Schedule 1 to this Agreement. Schedule 1 lists separately all options, if any, issued to such Holder. (b) Such Holder, if an individual, has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Holder, if a corporation, partnership or limited liability company, is an entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized. (b) The incorporated, formed or constituted, and such Holder has all requisite power, power and authority to execute and capacity to enter into deliver this Agreement and to consummate the transactions contemplated hereby. The , and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) This Agreement has been duly authorized, executed and delivered by the Holder, and, assuming due execution Holder and delivery by the Company, constitutes or will constitute the legal, valid and binding obligation of the such Holder, enforceable against the such Holder in accordance with its terms, subject to limitations on enforcement except (i) as limited by general principles of equity applicable bankruptcy, insolvency, reorganization, moratorium and by bankruptcy or other laws of general application affecting the enforcement of creditors’ ' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (d) The Holder understands that execution and delivery of this Agreement does not, and the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) consummation of the Securities Acttransactions contemplated hereby and compliance with the terms hereof will not, conflict with, result in any violation of or default (with or without notice or lapse of time or both) under, any provision of any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Holder or to the Holder's property or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Holder in connection with the execution and that delivery of this Agreement or the Company is relying upon consummation by the truth and accuracy Holder of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawstransactions contemplated hereby. (e) The At the time the Holder owns and holdstenders his, beneficially and of recordher or its Shares into the Offer, the entire rightShares (including the Shares held by the Holder upon conversion of the Holder's LP Units pursuant to Section 3(b)) will be held by the Holder, titleor by a nominee or custodian for the benefit of the Holder, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose liens, claims, security interests, proxies, voting trusts or agreements, options, rights, adverse claims, understandings or arrangements, or any other encumbrances whatsoever on title, transfer, or exercise of any rights of the Existing Warrants free and clear Holder in respect of such Shares (collectively, "Encumbrances"), except for any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or ------------ such Encumbrances arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futurehereunder.

Representations and Warranties of the Holder. (a) The 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 all requisite power, power and authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and including the consummation purchase of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part of the Holder, and no other proceedings on the part of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby. (c) Unit. This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and legally binding obligation of the Holder, enforceable against the Holder him in accordance with its terms. (b) The Holder is acquiring the Unit for his own account for investment and not with a view to, subject or for sale in connection with, any distribution thereof, nor with any present intention of distribution or selling the same, and, except as contemplated by this Agreement, the Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. The Holder understands that the Unit and common stock issuable upon conversion of the Note and exercise of the Warrant in accordance with their respective terms may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Note, the Warrant and the common stock or an available exemption from registration under the Securities Act, the securities comprising the Note must be held indefinitely. (c) The Holder understands that the Unit and any shares of common stock issuable upon conversion of the Note and exercise of the Warrant, are not registered under the Securities Act in reliance on an exemption from registration under the Securities Act pursuant to limitations on enforcement Section 4(2) thereof and Rule 506 thereunder for the sale contemplated by general principles this Agreement and the issuance of equity the Units and by bankruptcy or other laws affecting any shares of common stock issuable upon conversion of the enforcement Note and exercise of creditors’ rights generallythe Warrant will bear a restrictive legend. (d) The Holder understands acknowledges that the Exchange Shares are being offered and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) purchase of the Unit and any shares of common stock issuable upon conversion of the Note and exercise of the Warrants, entails a high degree of risk, including the risk factors contained in filings by the Company with the Securities Actand Exchange Commission including its transition report on Form 10-K for the year ended December 31, 2007 and in other publicly available information. These risks include, without limitation, the inability of the Company to achieve its business plan objectives, and that the Company is relying upon risk of a failure to pay in full the truth principal and accuracy interest of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities lawsNote in accordance with its terms. (e) The Holder owns represents that he has had an opportunity to ask questions and holds, beneficially receive answers from the Company regarding the terms and conditions of recordthis Agreement and the reasons for this offering of the Unit, the entire rightbusiness prospects of the Company, titlethe risks attendant to the Company’s business, and interest the risks relating to an investment in the Company, including the terms and conditions of the Note and Warrant and further acknowledges that he has had an opportunity to obtain additional information (to the Existing Warrants free extent the Company possesses such information and clear could acquire it without unreasonable effort or expense) necessary to verify the accuracy of all Liens (as defined below)any information furnished to the Holder or to which the Holder had access. The Company will put such information in writing if requested by the Holder. The Holder has acknowledges the full power and authority to transfer and dispose receipt (without exhibits) of the Existing Warrants free Company’s transition report on Form 10-K with respect to the year ended December 31, 2007, the quarterly reports on Form 10-Q for the quarter ended June 30, 2008 and clear September 30, 2008, and the current reports on Form 8-K (as well as any other reports) filed prior to the time the Holder submits his subscription. These reports will be made available to the Holder upon written request by the Holder. The Holder is relying solely upon these reports, other public information distributed by the Company and other written information prepared by the Company. (f) The Holder represents that he is an “accredited holder” within the meaning of any Lien other than restrictions the applicable rules and regulations promulgated under the Securities Act or is otherwise experienced in evaluating and applicable state investing in private placement transactions of securities lawsin similar circumstances and acknowledges that he: • can bear the economic risk of the Holder’s investment; • has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the investment in the securities comprising the Note. Other than Further, the transactions contemplated by this AgreementHolder: • has adequate means of providing for his current financial needs and contingencies, there • is able to bear the substantial economic risks of an investment in the securities comprising the Note for an indefinite period of time, • has no outstanding voteneed for liquidity in such investment, plan• has made commitments to investments that are not readily marketable which are reasonable in relation to the Holder’s net worth, pending proposaland • can afford a complete loss of such investment. (g) The Holder acknowledges that he, she or it is purchasing the securities comprising the Unit for an indefinite period of time, has no need for liquidity in such investment, has made commitments to investments that are not readily marketable which are reasonable in relation to the undersigned’s net worth and can afford a complete loss of such investment. (h) The Holder has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available to it in connection with the offering of the securities comprising the Unit to evaluate the merits and risks of an investment in the securities comprising the Unit and to make an informed investment decision with respect thereto. (i) The Holder is not relying on the Company with respect to the tax and other economic considerations of an investment in the securities comprising the Unit, and the Holder has relied on the advice of, or has consulted with, only the Holder’s own advisors. (j) The Holder is not subscribing for the securities comprising the Unit as a result of or subsequent to any advertisement, articles, notice or other right of communication published in any person to acquire all newspaper, television or radio or presented at any seminar or meeting, or any portion solicitation of a subscription by a person not previously known to the undersigned in connection with investments in securities generally. (k) The information contained in this Agreement including Schedule C, is true and correct including any information which the Holder has furnished and will furnish to the Company with respect to such Holder’s financial position, business experience and residence, is correct and complete as of the Existing Warrants. As used herein, “Liens” shall mean date of this Agreement and if there should be any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim material change in such information prior to the Company’s acceptance of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, this Agreement and including any agreement (other than this Agreement) to grant or submit to any the depositing of the foregoing payments described above, the Holder will furnish such revised or corrected information to the Company. The representations, warranties and agreements of the Holder contained herein shall survive the execution and delivery of this Agreement and the purchase of the Units. (l) The Holder acknowledges that he has received notice of his possible right under applicable Florida law to rescind the purchase of the securities comprising the Unit within three business days following the payment of the purchase price as set forth in the futureSection 20 hereof.

Representations and Warranties of the Holder. (a) The Holder hereby represents and warrants to the Purchaser as follows: The Holder (i) is the record and beneficial owner of the Common Stock and other securities of the Company set forth on Schedule A (collectively, the “Existing Stock”), free and clear of any Encumbrances of any nature whatsoever (other than pursuant to (x) applicable restrictions on transfer under applicable securities laws, or (y) this Agreement), and (ii) does not beneficially own any securities of the Company (including options, warrants or convertible securities) other than the Existing Stock. Except as set forth on Schedule A, the Holder has the sole right to Transfer, to vote and to direct the voting of the Existing Stock (or, if this Agreement also is signed by the Holder’s spouse, the Holder and his or her spouse, if applicable, together have the sole right to Transfer, to vote and to direct the voting of the Existing Stock), and none of the Existing Stock are subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the Transfer, right to vote, call meetings of shareholders or give consents or approvals of any kind in respect of the Existing Stock, except as set forth in this Agreement. The Holder, if not a natural person: (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is not in violation of any of the jurisdiction in which it is organized. provision of the Holder’s organizational documents, and (biii) The Holder has all the requisite powercorporate, company, partnership or other power and authority to execute and capacity deliver this Agreement, to enter into this Agreement and consummate the transactions contemplated herebyhereby and to comply with the terms hereof. The execution, execution and delivery and performance by the Holder of this Agreement, and the consummation by the Holder of the transactions contemplated hereby and the compliance by the Holder, Holder with the provisions hereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of the Holder, and no other corporate, company, partnership or other proceedings on the part of the Holder are necessary to authorize the executionthis Agreement, delivery or performance of this Agreement or the consummation of any of to consummate the transactions contemplated hereby. (c) hereby or to comply with the provisions hereof. This Agreement has been duly executed and delivered by the Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the legal, a valid and binding obligation of the Holder, Holder and is enforceable against the Holder in accordance with its terms, except as such enforceability may be subject to limitations on enforcement by general principles of equity applicable bankruptcy, reorganization, insolvency, moratorium and by bankruptcy or other laws similar Laws affecting the enforcement of creditors’ rights generally. generally and by general principles of equity. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in any violation or breach of, or default (dwith or without notice or lapse of time, or both) under, any provision of (i) the organizational documents of the Holder, if applicable, (ii) any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Holder or its properties or assets, or (iii) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Holder is a party or by which the Holder or the Holder’s assets are bound. The execution and delivery by the Holder of this Agreement does not, and the performance of the Holder’s obligations hereunder does not, require such Holder or any of its Affiliates to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any person or Governmental Authority, other than any filings as may be required under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder. There is no action, suit, investigation, complaint or other proceeding pending against, involving or affecting the Holder or the Existing Stock or, to the knowledge of the Holder, any other person, or, to the knowledge of the Holder, threatened against, involving or affecting the Holder or the Existing Stock or any other person that would reasonably be expected to restrict or prohibit (or, if successful, would restrict or prohibit) the performance by the Holder of its obligations under this Agreement. The Holder understands and acknowledges that the Exchange Shares are being offered and sold Purchaser is entering into the Purchase Agreement in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) of the Securities Act, and that the Company is relying upon the truth Holder’s execution, delivery and accuracy performance of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. (e) this Agreement. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and is a sophisticated holder with respect to the Existing Warrants free Stock and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions under the Securities Act and applicable state securities laws. Other than adequate information concerning the transactions contemplated hereby and by the Purchase Agreement and concerning the business and financial condition of the Company to make an informed decision regarding the matters referred to herein and has independently, without reliance upon the Company, the Seller, the Purchaser or any of their respective Affiliates, and based on such information as the Holder has deemed appropriate, made the Holder’s own analysis and decision to enter into this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the future.

Representations and Warranties of the Holder. The Holder hereby warrants and represents to the Company, as of the date hereof and as of the date or dates on which any Warrant Shares are purchased hereunder, as follows: (a) The Holder is duly organized, validly existing an Accredited Investor as defined in Regulation D promulgated by the Securities and in good standing Exchange Commission (the “SEC”) under the laws of the jurisdiction in which it is organized.Act; (b) The Holder has all requisite poweris, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby by the Holder, have been duly authorized by all necessary action on the part reason of the Holder’s business or financial experience, capable of evaluating the merits and no other proceedings on the part risks of the Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of any purchase of the transactions contemplated hereby.Warrant Shares and of protecting the Holder’s own interests in connection with the Warrant; (c) This Agreement In deciding whether to acquire the Warrant Shares, the Holder has been duly executed relied, and delivered by the will rely, exclusively upon consultations with Holder, and, assuming due execution and delivery by the Company, constitutes or will constitute the ’s legal, valid financial and binding obligation tax advisers with respect to the nature of the Holder, enforceable against the Holder in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally.Warrant; (d) The Holder understands that neither the Exchange Shares are being offered SEC, nor any other governmental agency having jurisdiction over the sale and sold in reliance on specific provisions of federal and state securities laws, specifically Section 3(a)(9) issuance of the Securities ActWarrant Shares will make any finding or determination relating to the appropriateness for investment of the Warrant Shares and that none of them has or will recommend or endorse the Warrant Shares. (e) The Holder represents that the Warrant Shares will purchased for Holder’s own account for investment and will not be purchased with a view to the sale or distribution thereof, and that the Company is relying upon the truth and accuracy Holder has no intention of distributing or reselling any portion of the representations, warranties, agreements, acknowledgments Warrant or Warrant Shares which the Holder is receiving or may purchase. The Holder acknowledges that the Warrant and understandings the Warrant Shares have not been registered under the Act and must be held indefinitely unless subsequently registered under the Act or an exemption for such registration is available. The Holder also acknowledges that Holder is fully aware of the Holder set forth herein for purposes restrictions on disposing of qualifying for exemptions the Warrant Shares resulting from registration under the Securities provisions of the Act and the General Rules and Regulations of the SEC thereunder. The Holder further understands that the Warrant Shares have not been, and will not be, qualified under applicable state securities laws. (ef) The Holder, if requested by the Company’s underwriters from time to time, will execute “lock-up” agreements as requested, relating to the Warrant and the Warrant Shares. (g) The Holder owns recognizes that “stop transfer” instructions will be issued against any stock certificates under this Warrant and holdsthat a restrictive legend that addresses acquisition for investment, beneficially and of recordsubject to Rule 144, will be placed on the entire right, title, and interest in and to the Existing Warrants free and clear of all Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the Existing Warrants free and clear of any Lien other than restrictions stock certificates issued under the Securities Act and applicable state securities laws. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any person to acquire all or any portion of the Existing Warrants. As used herein, “Liens” shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing in the futureWarrant.