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

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."

Representations and Warranties of the Holder. The Holder hereby represents In consideration of the Company's acceptance of the Subscription, I make the following representations and warrants warranties to the Corporation Company, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive the exercise, whole or partial, of this Warrant: (a) I have had the opportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, and that no oral information furnished to the undersigned or my advisors in connection with this Warrant has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the event Shares. (c) When purchased, the Holder acquires any Option Shares, such Option Shares will be acquired purchased for his my own account, account for long-term investment and not with a view to immediately re-sell the distribution thereofShares. The Holder understands No other person or entity will have any direct or indirect beneficial interest in, or right to, the Option Shares. I or my agents or investment advisors have such knowledge and experience in financial and business matters that will enable me to utilize the information made available to me in connection with the purchase of the Shares will to evaluate the merits and risks thereof and to make an informed investment decision. (d) I acknowledge that the Shares have not be been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on my representations, warranties and agreements made herein. (e) Other than the rights specifically set forth in the Procera Registration Rights Agreement, I represent, warrant and agree that they must be held indefinitely unless a subsequent disposition thereof is registered the Company and the officers of the Company (the "Company's Officers") are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the transaction is exempt undersigned in complying with any exemption from registration. The certificate or certificates representing any Option Shares shall bear registration and qualification. (f) I represent that I meet the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF criteria for participation because (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR I have a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons or (ii) TO THE EXTENT APPLICABLEby reason of my business or financial experience, RULE 144 UNDER SUCH ACT or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits of an investment in the Shares and of protecting my own interests; AND (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES)i) I have minimum net worth in excess of $1,000,000, OR or (ii) I have income in excess of $200,000 or joint income with my spouse in excess of $300,000 in each of the two most recent years, and I/we have a reasonable expectation of reaching the same income level in the current year; or (iii) AN OPINION OF COUNSELI am a director or executive officer of the Company; or (iv) If a trust, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUERthe trust has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR Sec. 230.506(b)(2)(ii); or (v) If a corporation or partnership, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLEthe corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f). (g) I understand that the Shares are illiquid, and until registered with the Securities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of the Shares, or to utilize the Shares as collateral for a loan. IN ADDITIONI must not purchase the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6and that the commitment herein for the Shares, 1997combined with other investments of mine, AND ALL AMENDMENTS THERETOis reasonable in relation to my net worth. (h) I understand that my right to transfer the Shares will be restricted against unless the transfer is not in violation of the Securities Act, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOFthe California Securities Law, and any other applicable state securities laws (including investment suitability standards), that the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (i) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent I consider necessary. (j) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the Company's Officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTI will look solely to and rely upon my own advisers with respect to the tax consequences of this investment (k) All information which I have provided to the Company concerning myself, my financial position and my knowledge of financial and business matters is truthful, accurate, correct and complete as of the date set forth herein."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation Company, intending that the Company rely on such representations and warranties in issuing the event Warrant and any Warrant Shares to the Holder, as follows: (A) The Holder is an "accredited investor" as defined under the rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the Company's business or, that the Company has previously acknowledged in writing to the Holder acquires that the Holder need not be an "accredited investor." (B) The Holder understands that the 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 Option Shares, such Option Shares will be acquired other applicable securities laws. (C) The Holder represents and warrants that it is acquiring the Warrant for his 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 distribution thereof. 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 exemptions from the registration requirements of United States federal and state securities laws and that the Company 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 to acquire the Warrant and the Warrant Shares. (F) 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 Option Shares will not 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 registered under in control of the Securities Act Company from and against any and all loss, costs, expenses, damages and liabilities (including, without limitation, court costs and attorneys' fees) arising out of 1933, as amended or due to a breach by the Holder of any such representations. All representations set forth in subparagraphs (the "Securities Act"B), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"C), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (iE) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR and (iiG) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTshall survive the delivery of this Warrant and the purchase by the Holder of the Warrant and any Warrant Shares."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6JUNE 3, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."

Representations and Warranties of the Holder. The 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 and validly existing and in good standing as a limited partnership under the laws of the State of Delaware. (b) The Holder has all limited partnership power and authority to execute this Warrant and the other Transaction Documents, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Holder of this Warrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby 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 Corporation Holder in reliance upon the Holder’s representation to the Company that in this Warrant and the event the Holder acquires Warrant Shares and any Option Shares, such Option Additional Warrant Shares will be acquired for his investment for Xxxxxx’s own account, for investment not as a nominee or agent, and not with a view to the resale or distribution thereofof 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 than to an affiliate. The 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 the Warrant Shares or Additional Warrant Shares. (d) Holder understands that this Warrant and the Option Warrant Shares will are not be registered under the Securities Act on the ground that the issuance of 1933, as amended (such securities is exempt from registration under the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof the Company’s reliance on such exemption is registered predicated on Xxxxxx’s representations set forth herein. (e) Holder is an “accredited investor” (as defined in the Act). (f) Holder understands that this Warrant and the Warrant Shares and any Additional Warrant Shares are “restricted securities” under the Securities 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 Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTonly in certain limited circumstances."

Representations and Warranties of the Holder. The Holder hereby represents represents, warrants and warrants covenants to the Corporation that Partnership and the General Partner that: (a) The Holder is a natural person, and has attained the age of majority and is legally competent to execute this Agreement and the agreements contemplated hereby and to take all actions required pursuant thereto. This Option and the agreements contemplated hereby will constitute legal, valid and binding contracts of the Holder, enforceable against the Holder in accordance with their respective terms. (b) The Holder is not a person or partnership an interest in which would be, and is not acquiring an interest in the event Partnership as a “tax shelter investment” as defined in the Income Tax Act (Canada) (the “Tax Act”). (c) The Holder: (x) is not a non-resident of Canada for purposes of the Tax Act and (y) is not a “financial institution” within the meaning of subsection 142.2(1) of the Tax Act, and shall immediately advise the General Partner, in writing, if the Holder acquires becomes a “non-resident” of Canada or becomes a “financial institution”. (d) The Holder is currently a full-time employee of a wholly-owned affiliate of the Partnership. (e) The entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any Option Sharesterms or provisions of any law applicable to the Holder or of any agreement, written or oral, to which the Holder may be a party or by which he or she is or may be bound. (f) The Holder understands that: (i) the issue of the Options and, if and when the Holder exercises the Option, the underlying Class A Common Shares issuable hereunder (collectively, the “Securities”) is conditional on the availability of an exemption from the prospectus and registration requirements of applicable securities legislation, regulation, rules and policies; (ii) the Securities are subject to resale restrictions under applicable securities legislation, regulation, rules and policies; and (iii) further exemptions from the prospectus and registration requirements of applicable securities legislation, regulation, rules and policies will be needed in order to sell the Securities. (g) The Holder agrees to execute and deliver, from time to time, such Option Shares will be acquired certificates and other documentation as the Partnership may reasonably request to determine the availability of exemptions from the prospectus and registration requirements of applicable securities legislation, regulation, rules and policies in connection with the issue of the Securities of the Partnership. (h) The Holder is acquiring the Securities for his investment purposes only, for the Holder’s own account, for investment and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the distribution thereof. meaning of any applicable securities laws. (i) The Holder understands the Option Shares will has not be registered under received a prospectus or other offering memorandum (including, without limitation, as such term is defined in the Securities Act of 1933, as amended (the "Securities Act"Ontario)), sales or advertising literature or similar document (other than financial statements or any other document, the content of which is prescribed by statute or regulation) in connection with this subscription, and has not received, nor has the Holder requested, nor does the Holder need to receive, any other document. (j) The Holder acknowledges that they must any subsequent sale of any Securities shall be held indefinitely unless a subsequent disposition thereof is registered made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith or in compliance with Canadian securities laws, as applicable, and in all events in compliance with the transaction Partnership Agreement. (k) The Holder acknowledges that the Securities will be subject to resale restrictions under applicable securities legislation, rules, regulations and policies and that, since the Partnership is exempt from registrationnot and has no current intention to become a “reporting issuer”, or its equivalent, in any jurisdiction, this could result in a holder of Securities having to hold such securities for an indefinite period of time if no statutory exemption may be relied upon or if no discretionary order or ruling is obtained in respect of the resale of such securities. (l) The Holder acknowledges that no market exists for the Securities and none is likely to develop. (m) The Holder acknowledges that it will execute and deliver to the Partnership at its principal office such other documents and/or representations as may be required by applicable securities laws or by any regulatory authority. (n) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement. (o) The Holder understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters. (p) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing. (q) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors. (r) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The certificate Holder is not subscribing for the purchase of Class A Common Units as a result of or certificates representing subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio. (s) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes. (t) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option Shares shall have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, AS AMENDED and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended. (THE "SECURITIES ACT")u) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option and the Partnership Agreement, AND MAY NOT BE SOLDand (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units. (v) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, TRANSFERREDrelating to transactions by an issuer not involving a public offering, PLEDGEDand that, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLEconsequently, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES)the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States, OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTCanada or otherwise."

Representations and Warranties of the Holder. The Holder hereby represents represents, warrants and warrants covenants to the Corporation that Partnership and the General Partner that: (a) The Holder is a natural person, and has attained the age of majority and is legally competent to execute this Agreement and the agreements contemplated hereby and to take all actions required pursuant thereto. This Option and the agreements contemplated hereby will constitute legal, valid and binding contracts of the Holder, enforceable against the Holder in accordance with their respective terms. (b) The Holder is not a person or partnership an interest in which would be, and is not acquiring an interest in the event Partnership as a “tax shelter investment” as defined in the Income Tax Act (Canada) (the “Tax Act”). (c) The Holder: (x) is not a non-resident of Canada for purposes of the Tax Act and (y) is not a “financial institution” within the meaning of subsection 142.2(1) of the Tax Act, and shall immediately advise the General Partner, in writing, if the Holder acquires becomes a “non-resident” of Canada or becomes a “financial institution”. (d) The Holder is currently a full-time employee of a wholly-owned affiliate of the Partnership. (e) The entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any Option Sharesterms or provisions of any law applicable to the Holder or of any agreement, written or oral, to which the Holder may be a party or by which he or she is or may be bound. (f) The Holder understands that: (i) the issue of the Options and, if and when the Holder exercises the Option, the underlying Class A Common Shares issuable hereunder (collectively, the “Securities”) is conditional on the availability of an exemption from the prospectus and registration requirements of applicable securities legislation, regulation, rules and policies; (ii) the Securities are subject to resale restrictions under applicable securities legislation, regulation, rules and policies; and (iii) further exemptions from the prospectus and registration requirements of applicable securities legislation, regulation, rules and policies will be needed in order to sell the Securities. (g) The Holder agrees to execute and deliver, from time to time, such Option Shares will be acquired certificates and other documentation as the Partnership may reasonably request to determine the availability of exemptions from the prospectus and registration requirements of applicable securities legislation, regulation, rules and policies in connection with the issue of the Securities of the Partnership. (h) The Holder is acquiring the Securities for his investment purposes only, for the Holder’s own account, for investment and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the distribution thereof. meaning of any applicable securities laws. (i) The Holder understands the Option Shares will has not be registered under received a prospectus or other offering memorandum (including, without limitation, as such term is defined in the Securities Act (Ontario)), sales or advertising literature or similar document (other than financial statements or any other document, the content of 1933which is prescribed by statute or regulation) in connection with this subscription, and has not received, nor has the Holder requested, nor does the Holder need to receive, any other document. The Holder, in the event the Holder received or reviewed an offering memorandum of the Partnership and BB Employee Invest L.P. dated November 10, 2008, as amended and supplemented from time to time, including, without limitation, by the addendum to the offering memorandum dated November 19, 2008 (collectively, the "Securities Act"“Offering Memorandum”), acknowledges and agrees that they must the information contained in such Offering Memorandum is no longer current and cannot be held indefinitely unless a relied upon and has not been relied upon by the Holder in connection with this acquisition in any way, in whole or in part. For greater certainty, the Holder acknowledges and agrees that any proposed equity investments (other than with respect to purchases by the Holder of equity interests in the Partnership or its Affiliates, which were consummated on or prior to December 31, 2008), financing arrangements or other ownership structures described or contemplated in the Offering Memorandum were proposals only and were, and continue to be, of no force or effect. (j) The Holder acknowledges that any subsequent disposition thereof is registered sale of any Securities shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith or in compliance with Canadian securities laws, as applicable, and in all events in compliance with the transaction Partnership Agreement. (k) The Holder acknowledges that the Securities will be subject to resale restrictions under applicable securities legislation, rules, regulations and policies and that, since the Partnership is exempt from registrationnot and has no current intention to become a “reporting issuer”, or its equivalent, in any jurisdiction, this could result in a holder of Securities having to hold such securities for an indefinite period of time if no statutory exemption may be relied upon or if no discretionary order or ruling is obtained in respect of the resale of such securities. (l) The Holder acknowledges that no market exists for the Securities and none is likely to develop. (m) The Holder acknowledges that it will execute and deliver to the Partnership at its principal office such other documents and/or representations as may be required by applicable securities laws or by any regulatory authority. (n) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement. (o) The Holder understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters. (p) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing. (q) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors. (r) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The certificate Holder is not subscribing for the purchase of Class A Common Units as a result of or certificates representing subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio. (s) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes. (t) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option Shares shall have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, AS AMENDED and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended. (THE "SECURITIES ACT")u) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option and the Partnership Agreement, AND MAY NOT BE SOLDand (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units. (v) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, TRANSFERREDrelating to transactions by an issuer not involving a public offering, PLEDGEDand that, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLEconsequently, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES)the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States, OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTCanada or otherwise."

Representations and Warranties of the Holder. The In connection with the issuance of the Holder’s Class C Units hereunder, the Holder hereby represents and warrants to the Corporation that in the event Company as follows: (a) The Holder’s Class C Units to be received by the Holder acquires any Option Shares, such Option Shares pursuant to this Agreement will be acquired received for his the Holder’s own account, for investment account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, any applicable state securities laws or the terms of this Agreement, the LLC Agreement or the Members Agreement, and the Holder’s interests in the Holder’s Class C Units will not be disposed of in contravention of any such laws or agreements. (b) The Holder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Holder’s Class C Units and has had full access to such other information concerning the Company as the Holder has requested. The Holder has reviewed, or has had an opportunity to review, copies of the Related Agreements. (c) Each of this Agreement and the Related Agreements constitute a legal, valid and binding obligations of the Holder, enforceable against the Holder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and the execution, delivery, and performance of this Agreement or any of the Related Agreements by the Holder does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which the Holder is a party or any judgment, order, or decree to which the Holder is subject. (d) The Holder is an “Accredited Investor” as that term is defined in Regulation D under the Securities Act, and the Holder considers himself or herself to be an experienced and sophisticated investor and to have such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of receiving the Holder’s Class C Units. The Holder acknowledges and understands that the Holder’s Class C Units involve substantial risks and the Holder is able to bear the economic risks of receiving the Holder’s Class C Units pursuant to the distribution thereofterms hereof, including the Holder’s Class C Units being or becoming worthless. The Holder understands that the Option Shares will Holder’s Class C Units are subject to the transfer restrictions contained herein and in the LLC Agreement and the Members Agreement and have not be been registered under the Securities Act Act. (e) Prior to or after the issuance of 1933the Holder’s Class C Units pursuant to this Agreement, as amended the Holder may execute and deliver to the Company and the Internal Revenue Service (the "Securities Act"“IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). The Holder understands that under Section 83(b) of the Code, regulations promulgated thereunder, and certain IRS administrative announcements, in the absence of an effective election under Section 83(b) of the Code, the excess of the fair market value of the Holder’s Class C Units on the date on which any forfeiture restrictions applicable to such Holder’s Class C Units lapse over the price paid for such units could be reportable as ordinary income at that they must be held indefinitely unless a subsequent disposition thereof is registered time. For this purpose, the term “forfeiture restrictions” includes the restrictions on transferability and the vesting conditions imposed under the Securities Act or the transaction is exempt from registrationSection 5 and Section 6, respectively. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF Holder understands that (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR in making the 83(b) Election, the Holder may be taxed at the time the Holder’s Class C Units are received hereunder to the extent the fair market value of the Holder’s Class C Units exceeds the price for such units and (ii) TO THE EXTENT APPLICABLEin order to be effective, RULE 144 UNDER SUCH ACT the 83(b) Election must be filed with the IRS within thirty (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES)30) days after the date upon which the Holder’s Class C Units were issued hereunder. The Holder hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, OR among other things, does not describe state, local or foreign income and other tax consequences; (iiiy) AN OPINION OF COUNSELnone of the Company, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUERABRY or any of the Company’s or ABRY’s respective affiliates, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITIONofficers, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6employees, 1997agents or representatives (each, AND ALL AMENDMENTS THERETOa “Related Person”) has provided or is providing the Holder with tax advice regarding the 83(b) Election or any other matter, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."and the Company and ABRY have urged the Holder to consult the Holder’s own tax advisor with respect to income taxation consequences of receiving, holding and disposing of the Holder’s Class C Units; and (z) none of the Company, ABRY or any Related Person has advised the Holder to rely on any determination by it or its representatives as to the fair market value specified in the 83(b) Election and will have no liability to the Holder if the actual fair market

Representations and Warranties of the Holder. The Holder Grantee hereby represents and warrants to the Corporation that in the event the Holder Grantee acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder Grantee understands that except as set forth in Section 6 hereof, the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."

Representations and Warranties of the Holder. The Holder Optionee hereby represents and warrants to the Corporation that in the event the Holder Optionee acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder Optionee understands that except as set forth in Section 6 hereof, the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."

Representations and Warranties of the Holder. The Each Stockholder Party by execution hereof acknowledges that the Registrable Securities that such Holder may be entitled to receive pursuant to the Merger Agreement are being offered and sold pursuant to an exemption from registration under the Securities Act, based in part upon the representations, warranties, covenants and agreements of the undersigned contained below. Accordingly, he Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. Company as follows: (a) The Holder understands both: (i) either (A) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Option Shares will Securities Act, or (B) is not be registered a “U.S. person” as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933, as amended (the "definitions of such terms pursuant to such Rule and Regulation are excerpted in Schedule I hereto); and (ii) is acquiring the Registrable Securities for the undersigned’s own account (or in the case of the undersigned who is not a “U.S. Person” and otherwise is receiving the Registrable Securities pursuant to the requirements of Regulation S, for the undersigned’s own account or the account or benefit of any non-U.S. person), for investment purposes only, and not as a nominee or agent and not with the view to, or any intention of, a resale or distribution thereof, in whole or in part, or the grant of any participation therein. (b) The Holder has the capacity to protect his, her or its own interests in connection with the transactions contemplated by the Merger Agreement and is capable of evaluating the merits and risks of his, her or its investment in the Company. The Holder acknowledges that he, she or it must bear the economic risk of the investment in Registrable Securities indefinitely, unless the Registrable Securities are registered pursuant to the Securities Act or an exemption from registration is available, and that, subject to the terms and conditions of this Agreement, the Company has no obligation to register the Company common stock. The undersigned also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the undersigned to transfer all or any portion of the Registrable Securities under the circumstances, in the amounts or at the times the undersigned might propose. (c) If the Holder is not a “U.S. person,” as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act"), the Holder has satisfied himself, herself or itself as to the full observance of the laws of his, her or its jurisdiction in connection with the proposed issuance of the Registrable Securities pursuant to the Merger, and that they the Company’s issuance of the Registrable Securities pursuant to the Merger will not violate any applicable securities or other laws of the Holder’s home jurisdiction. (d) The undersigned acknowledges that the Registrable Securities to be received pursuant to the Merger Agreement will be “restricted securities,” as defined in Rule 144 promulgated under the Securities Act, and must be held indefinitely unless a subsequent disposition thereof is they are subsequently registered under the Securities Act or the transaction an exemption from such registration is exempt from registrationavailable. The certificate undersigned is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement only subject to the satisfaction of certain conditions. The undersigned will comply with the Securities Act and the rules promulgated thereunder in connection with any sale, transfer, assignment or certificates representing other disposition of any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTRegistrable Securities."

Representations and Warranties of the Holder. The Holder hereby holder of this Warrant, by the acceptance hereof, represents and warrants to and agrees as follows: (1) Such holder is an Accredited Investor, is acquiring this Warrant and, upon exercise hereof, will acquire the Corporation that in shares of Preferred Stock (or Other Securities) and any shares of Common Stock into which such shares of Preferred Stock are convertible (collectively, the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account“Warrant Securities”), for investment such holder’s own account and not with a view towards, or for resale in connection with, the public sale or distribution of the Warrant Securities, except pursuant to the distribution thereof. The Holder understands the Option Shares will not be sales registered or exempted from registration under the Securities Act Act. The delivery of 1933this Warrant for exercise shall constitute confirmation at such time by the holder of the representations concerning the Warrant Securities set forth in the preceding sentence, unless contemporaneous with the delivery of this Warrant for exercise, the holder notifies the Company in writing that it is not making such representation (a “Representation Notice”). If a holder delivers a Representation Notice in connection with an exercise, it shall be a condition to such holder’s exercise of this Warrant and the Company’s obligations under Section 1 in connection with such exercise, that the Company receive such other representations as amended (the "Securities Act")Company reasonably considers necessary to assure the Company that the issuance of its securities upon exercise of this Warrant shall not violate any United States or state securities laws, and the time periods for the Company’s compliance with its obligations under Section 1D shall be tolled until such holder provides the Company with such other representations; (2) Such holder understands that the Warrant Securities are “restricted securities” under the federal securities laws in as much as they must are being or will be held indefinitely unless acquired from the Company in a subsequent disposition thereof is registered transaction not involving a public offering and that under such laws and applicable regulations neither this Warrant nor the Warrant Securities issuable upon its exercise may be resold without registration under the Securities Act or an exemption from such registration; (3) Such holder will not offer or sell this Warrant or any of the transaction Warrant Securities in the absence of an effective registration statement for the Warrant or the Warrant Securities, as applicable, under the Securities Act and such state or other laws as may be applicable, or receipt by the Company of a written opinion of counsel, in form and substance reasonably acceptable to the Company, that such registration is exempt from registration. The certificate or certificates representing any Option Shares not required; provided, however, that no such opinion shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF be required in connection with (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR a transaction pursuant to Rule 144 in which the holder provides the Company with certifications reasonably requested by the Company regarding compliance with the terms and provisions of Rule 144 or (ii) TO THE EXTENT APPLICABLEa distribution of any Warrant Securities to an Affiliate of the holder, RULE 144 UNDER SUCH ACT so long as such Affiliate does not pay any consideration in connection with such distribution (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES)other than the issuance of equity securities in such Affiliate) and the holder provides the Company with certifications reasonably requested by the Company in connection therewith. (4) Such holder acknowledges and understands that the Warrant and each certificate for the Warrant and Warrant Securities will bear the legends set forth in Section 8 under the terms and circumstances set forth therein; and (5) Such holder acknowledges and understands that the holder shall not have the right to exercise this Warrant, OR (iii) AN OPINION OF COUNSELand the Company shall have no obligation to deliver shares of Preferred Stock upon the exercise hereof, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTif any Federal Reserve Board Approval required in connection with the issuance of such shares of Preferred Stock to the holder is not obtained by the holder on or before the date of exercise of the Warrant."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6OCTOBER 1, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation ACTV that in the event the Holder acquires any ACTV Option Shares, such ACTV Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder understands the ACTV Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"'), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; ACT, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUERACTV, THAN INC. ("ACTV"), THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER THE SECURITIES ACT IS AVAILABLEACT. IN ADDITION, THIS STOCK CERTIFICATE OF STOCK AND THE SHARES REPRESENTED HEREBY AND ARE HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN THAT CERTAIN AGREEMENT BY AND AMONG THE ACTV AND ITS SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO6,1997. AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION ACTV UPON WRITTEN REQUEST."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be Company as follows: (a) This Warrant is being acquired for his such 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 Warrant Agreement 5 the meaning of the Securities Act. Upon the exercise of the rights represented by this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon the exercise of such rights are being acquired for investment and not with a view toward distribution or resale thereof. . (b) The Holder understands that the Option Warrant and the Warrant Shares will have not be been registered under the Securities Act by reason of 1933, as amended (their issuance in a transaction exempt from the "registration and prospectus delivery requirements of the Securities Act")Act pursuant to Section 4(2) thereof and Regulation D thereunder, and that they such Warrant and the Warrant Shares, as the case may be, must be held indefinitely by the Holder indefinitely, and therefore, that the Holder must bear the economic risk of such investment, unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registrationsuch registration requirements. The certificate or certificates representing any Option Holder further understands that the Warrant Shares shall have not been qualified under the California Securities Law of 1968 (the “California Law”) by reason of their issuance in a transaction exempt from the qualification requirements of the California Law pursuant to Section 25102(f) thereof, which exemption depends upon, among other things, the bona fide nature of such Holder’s investment intent expressed herein. (c) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares and of protecting its interests in connection therewith. (d) The Holder is able to bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant. (e) Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTas presently in effect."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN THEN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND THE SHARES REPRESENTED HEREBY AND ARE HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."

Representations and Warranties of the Holder. The Each Stockholder Party by execution hereof acknowledges that the Registrable Securities that such Holder may be entitled to receive pursuant to the Merger Agreement are being offered and sold pursuant to an exemption from registration under the Securities Act, based in part upon the representations, warranties, covenants and agreements of the undersigned contained below. Accordingly, he Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. Company as follows: (a) The Holder understands both: (i) either (A) is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Option Shares will Securities Act, or (B) is not be registered a "U.S. person" as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act of 1933, as amended (the definitions of such terms pursuant to such Rule and Regulation are excerpted in Schedule I hereto); and (ii) is acquiring the Registrable Securities for the undersigned's own account (or in the case of the undersigned who is not a "U.S. Person" and otherwise is receiving the Registrable Securities pursuant to the requirements of Regulation S, for the undersigned's own account or the account or benefit of any non-U.S. person), for investment purposes only, and not as a nominee or agent and not with the view to, or any intention of, a resale or distribution thereof, in whole or in part, or the grant of any participation therein. (b) The Holder has the capacity to protect his, her or its own interests in connection with the transactions contemplated by the Merger Agreement and is capable of evaluating the merits and risks of his, her or its investment in the Company. The Holder acknowledges that he, she or it must bear the economic risk of the investment in Registrable Securities indefinitely, unless the Registrable Securities are registered pursuant to the Securities Act or an exemption from registration is available, and that, subject to the terms and conditions of this Agreement, the Company has no obligation to register the Company common stock. The undersigned also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the undersigned to transfer all or any portion of the Registrable Securities under the circumstances, in the amounts or at the times the undersigned might propose. (c) If the Holder is not a "U.S. person," as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act"), the Holder has satisfied himself, herself or itself as to the full observance of the laws of his, her or its jurisdiction in connection with the proposed issuance of the Registrable Securities pursuant to the Merger, and that they the Company's issuance of the Registrable Securities pursuant to the Merger will not violate any applicable securities or other laws of the Holder's home jurisdiction. (d) The undersigned acknowledges that the Registrable Securities to be received pursuant to the Merger Agreement will be "restricted securities," as defined in Rule 144 promulgated under the Securities Act, and must be held indefinitely unless a subsequent disposition thereof is they are subsequently registered under the Securities Act or the transaction an exemption from such registration is exempt from registrationavailable. The certificate undersigned is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement only subject to the satisfaction of certain conditions. The undersigned will comply with the Securities Act and the rules promulgated thereunder in connection with any sale, transfer, assignment or certificates representing other disposition of any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTRegistrable Securities."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event Company that: - the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and understands that the Stock has not with a view to the distribution thereof. The Holder understands the Option Shares will not be been registered under the Securities Act of 1933Act, as amended (the "Securities Act")nor qualified under any state securities laws, and that they must be held indefinitely unless a subsequent disposition thereof it is registered being offered and sold pursuant to an exemption from such registration and qualification based in part upon such Xxxxxx's representations contained herein; the shares of Stock are being issued to the Holder hereunder in reliance upon the exemption from such registration provided by Rule 701 promulgated under the Securities Act for stock issuances under compensatory benefit plans such as the Plan; - the Holder has been informed that the shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the transaction shares of Stock are first registered under the Federal securities laws or unless an exemption from such registration is available; and - that the Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the shares of Stock from registrationthe registration requirements of the Securities Act. THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS GRANT NOTICE AND THE PLAN. SPHERIS HOLDING III, INC. HOLDER By: By: --------------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Date: ------------------------------ ---------------------------------- Date: ------------------------------- EXHIBIT A ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY IN GROSS INCOME IN YEAR OF TRANSFER UNDER CODE Section 83(b) The certificate or certificates representing any Option Shares shall bear undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."information in accordance with the regulations promulgated thereunder:

Representations and Warranties of the Holder. The Registered Holder hereby represents and warrants to the Corporation Company as set forth in this Section 9 and each holder shall, upon its acquisition of this Warrant, be deemed to represent and warrant to the Company (severally and not jointly) as set forth in this Section 9. The representations and warranties set forth in this Section 9 shall be deemed to be remade by a holder from time to time to the Company when a Warrant is exercised by such holder. (a) This Agreement is made with each holder of this Warrant in reliance upon such holder's representations to the Company, which by its acceptance hereof such holder hereby confirms, that in this Warrant and the event the Holder acquires any Option Shares, such Option Shares Warrant Stock to be received will be acquired for his investment for its own account, for investment and not with a view to the sale or distribution of any part thereof. The Holder , but subject nevertheless to any requirement of law that the disposition of its property shall at all times be within its control. (b) Each holder of this Warrant understands the Option Shares will that this Warrant currently is not be registered under the Securities Act of 1933, as amended (on the "Securities Act")ground that the issuance hereof is exempt pursuant to Section 4(2) thereof, and that the Warrant Stock may not be issued unless they must be held indefinitely unless a subsequent disposition thereof is are either registered under the Securities Act or an exemption from registration is available and such Holder provides an opinion of counsel reasonably satisfactory to the transaction Company to the effect that the issuance of the Warrant Stock may be effected without registration under the Securities Act or the applicable state securities or "blue sky" laws. (c) Each holder of this Warrant is exempt from registration. The certificate or certificates representing any Option Shares shall bear an "accredited investor" as defined in Regulation D under the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTSecurities Act."

Representations and Warranties of the Holder. The 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 and validly existing and in good standing as a [ ] under the laws of the [ ]. (b) The Holder has all [ ] power and authority to execute this Warrant and the other Transaction Documents, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Holder of this Warrant and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary [ ] action on the part of the Holder. (c) This Warrant is issued to the Corporation Holder in reliance upon the Holder’s representation to the Company that in this Warrant and the event the Holder acquires Warrant Shares and any Option Shares, such Option Additional Warrant Shares will be acquired for his investment for Xxxxxx’s own account, for investment not as a nominee or agent, and not with a view to the resale or distribution thereofof 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 than to an affiliate. The 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 the Warrant Shares or Additional Warrant Shares. (d) Holder understands that this Warrant and the Option Warrant Shares will are not be registered under the Securities Act on the ground that the issuance of 1933, as amended (such securities is exempt from registration under the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof the Company’s reliance on such exemption is registered predicated on Xxxxxx’s representations set forth herein. (e) Holder is an “accredited investor” (as defined in the Act). (f) Holder understands that this Warrant and the Warrant Shares and any Additional Warrant Shares are “restricted securities” under the Securities 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 Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUESTonly in certain limited circumstances."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND THE SHARES REPRESENTED HEREBY AND ARE HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND SHARES REPRESENTED HEREBY AND HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION COPRPORATION UPON REQUEST."

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Corporation that in the event the Holder acquires any Option Shares, such Option Shares will be acquired for his own account, for investment and not with a view to the distribution thereof. The Holder holder understands the Option Shares will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that they must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or the transaction is exempt from registration. The certificate or certificates representing any Option Shares shall bear the following restrictive legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAN AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. IN ADDITION, THIS CERTIFICATE OF STOCK AND THE SHARES REPRESENTED HEREBY AND ARE HELD SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN AN AGREEMENT BY AND AMONG THE SHAREHOLDERS OF THE CORPORATION AND THE CORPORATION DATED AS OF MARCH 6, 1997, AND ALL AMENDMENTS THERETO, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF. A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE CORPORATION UPON REQUEST."