Common use of Representations by Holder Clause in Contracts

Representations by Holder. The Holder represents and warrants to the Company, as of the date hereof and as of the date of any exercise of this Warrant, that (a) the Holder is acquiring this Warrant and the Warrant Shares for its own account, for investment purposes, and not with a present view either to sell, distribute or transfer, or to offer for sale, distribution or transfer, this Warrant or the Warrant Shares, (b) the Holder is experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Holder’s investment and has the ability to suffer the total loss of such investment, and (c) the Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. SURGI- VISION, INC. By: Name: Title: AGREED TO AND ACCEPTED BY: ADVANCED BIONICS CORPORATION By: Name: Title: NOTICE OF EXERCISE To: Surgi-Vision, Inc. The undersigned hereby elects to purchase “Warrant Shares” pursuant to the provisions of Section 6 of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full. In exercising the attached Warrant, the undersigned hereby confirms and acknowledges its representations and warranties set forth in Section 16 of the attached Warrant. ADVANCED BIONICS CORPORATION By: Name: Title: Date: EXHIBIT B TO OMNIBUS AMENDMENT SCHEDULE 10 TO THE SECURITY AGREEMENT U.S. Copyright Registrations: Title Registration No. Date of Issue Registered Owner None Foreign Copyright Registrations: Country Title Registration No. Date of Issue None Pending U.S. Copyright Registration Applications: Title Appl. No. Date of Application Copyright Claimant None

Representations by Holder. The Holder represents and warrants to the Company, as of the date hereof and as of the date of any exercise of this Warrant, that (a) the Holder is acquiring this Warrant and the Warrant Shares for its own account, for investment purposes, and not with a present view either to sell, distribute or transfer, or to offer for sale, distribution or transfer, this Warrant or the Warrant Shares, (b) the Holder is experienced in evaluating companies such as the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Holder’s investment and has the ability to suffer the total loss of such investment, and (c) the Holder is an “accredited investor” within the meaning of Regulation D under the Securities Act. SURGI- VISION, INC. By: Name: Title: AGREED TO AND ACCEPTED BY: ADVANCED BIONICS CORPORATION By: Name: Title: NOTICE OF EXERCISE To: Surgi-Vision, Inc. The undersigned hereby elects to purchase “Warrant Shares” pursuant to the provisions of Section 6 of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full. In exercising the attached Warrant, the undersigned hereby confirms and acknowledges its representations and warranties set forth in Section 16 of the attached Warrant. ADVANCED BIONICS CORPORATION By: Name: Title: Date: EXHIBIT B TO OMNIBUS AMENDMENT SCHEDULE 10 TO THE SECURITY AGREEMENT U.S. Copyright Registrations: Title Registration No. Date of Issue Registered Owner None Foreign Copyright Registrations: Country Title Registration No. Date of Issue None Pending U.S. Copyright Registration Applications: Title Appl. No. Date of Application Copyright Claimant NoneNone Pending Foreign Copyright Registration Applications: