Common use of Representations of Holder Clause in Contracts

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderIn connection with the issuance of this Warrant, by the acceptance Holder specifically represents, as of the date hereof, represents and warrants that it to the Company by acceptance of this Warrant s follows: (a) The Holder is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares solely to be issued upon exercise hereof for investment for its own account, for investment account and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act or any applicable state securities laws, Act. (b) has received such documents, materials The Holder understands and information as Holder deems necessary or appropriate for evaluation of the acquisition of the acknowledges that this Warrant and the Warrant SharesShares to be issued upon exercise hereof are "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, (c) is an “accredited investor” as under such term is defined in Rule 501 of Regulation D promulgated laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances as further provided in the Purchase Agreement. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (c) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial and or business matters that it is capable of evaluating the merits and risks of an the investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency . The Holder has recommended, approved or endorsed, or passed upon had an opportunity to ask questions and receive answers from the fairness or suitability of, an investment in Company regarding the Warrant or Warrant Shares or passed up on the accuracy or adequacy terms and conditions of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance offering of the Warrant Shares upon exercise and the business, properties, prospects, and financial condition of this Warrant shall not violate the Securities Act or any state securities lawsCompany.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act and other applicable securities laws. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the Holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it it: (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, ; (b) has received such documents, materials and information as the Holder deems necessary or appropriate for evaluation of the acquisition of the this Warrant and the right to acquire Warrant Shares, Shares hereunder; (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the this Warrant and the Warrant Shares, ; (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the this Warrant or the Warrant Shares or passed up on the accuracy or adequacy of the information provided to the Holder, and ; and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, and that it can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and of any Warrant Shares. If the Holder cannot make any of the foregoing representations at the time of exercising any exercise of this Warrant because it would be factually incorrectincorrect at that time, the Holder shall so notify the Company, and it shall be a condition to the Holder’s exercise of this Warrant at that time that the Company receive such other assurances as the Company then considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon such exercise of this Warrant at such time shall not violate the Securities Act or any state securities laws.

Representations of Holder. The HolderIn connection with the issuance of this Warrant, by the acceptance Holder specifically represents, as of the date hereof, represents and warrants that it to the Company by acceptance of this Warrant s follows: (a) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares solely to be issued upon exercise hereof for investment for its own account, for investment account and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act or any applicable state securities laws, Act. (b) has received such documents, materials The Holder understands and information as Holder deems necessary or appropriate for evaluation of the acquisition of the acknowledges that this Warrant and the Warrant SharesShares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, (c) is an “accredited investor” as under such term is defined in Rule 501 of Regulation D promulgated laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances as further provided in the Purchase Agreement. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (c) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial and or business matters that it is capable of evaluating the merits and risks of an the investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency . The Holder has recommended, approved or endorsed, or passed upon had an opportunity to ask questions and receive answers from the fairness or suitability of, an investment in Company regarding the Warrant or Warrant Shares or passed up on the accuracy or adequacy terms and conditions of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance offering of the Warrant Shares upon exercise and the business, properties, prospects, and financial condition of this Warrant shall not violate the Securities Act or any state securities lawsCompany.

Representations of Holder. The HolderHolder acknowledges that the Company will rely on the information and on the representations set forth herein, by and the acceptance hereofundersigned hereby represents, represents warrants and warrants that it agrees that: (a) The Holder is acquiring this Warrant and an "Accredited Investor", as that term is defined under Section 501(a) of Regulation D under the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, Act. (b) The Holder has not received such documents, materials and information as Holder deems necessary any general solicitation or appropriate for evaluation general advertising regarding the exercise of the acquisition of the Warrant and the Warrant Shares, Warrant. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and The Holder has such sufficient knowledge and experience in financial and business matters so that he or it is capable of evaluating able to evaluate the merits and risks of exercising the Warrant as well as substantial experience in previous private and public purchases of securities. (d) The Holder understands that an investment in the Company involves significant risk. The Holder does not require the funds to be used to exercise this Warrant or the Warrant Shares for his liquidity or other needs, possesses the ability to bear the economic risk of holding the this Warrant or the Warrant Shares purchased hereunder indefinitely and can afford a complete loss of its investment in the this Warrant or the Warrant Shares. (e) Prior to the issuance of this Warrant and prior to exercise, the Holder has or will have had full opportunity to ask questions of and receive answers from the Company and its officers and authorized representatives regarding the terms and conditions of the Warrant and the transactions contemplated hereby, as well as the affairs of the Company and related matters. The Holder confirms that he does not desire to receive any further information. (f) The Holder understands that the exercise price of the Warrant being purchased hereby has been arbitrarily determined and does not necessarily bear any relationship to investment criteria such as projected earnings, discounted cash flow, book value or other measures of value. (g) The Holder understands that the Warrant has not been filed with or reviewed by the Commission nor the securities department of any state because of the private or limited nature of this offering as defined by applicable laws, and that the Warrant and the Warrant SharesShares have not been registered with the Commission under the Act nor with the securities department of any state in reliance upon an exemption therefrom for non-public offerings. (h) The Holder is a bona fide resident of the state set forth as his "address" above and further represents that (a) if a corporation, partnership, trust or other form of business organization, it has a principal office within such state; and (db) understands if an individual, he has his principal residence in such state. (i) The Holder represents and warrants that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant and the Warrant Shares are or will be acquired for investment purposes and not with a view to or for sale or distribution. The Holder represents that there is no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Warrant and the Warrant Shares or passed up any part thereof, and the Holder has no present plans to enter into such contract, undertaking, agreement or arrangement and will neither directly or indirectly seek to assign, transfer or sell the same in any way inconsistent with the legend which is being placed on the accuracy Warrant. (j) Each Holder agrees to indemnify and hold harmless the Company and each officer, director, employee, agent or adequacy control person of the information provided Company, who is or may be a party or is or may be threatened to Holderbe made a party to any threatened, and (e) recognizes that an investment in pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the Warrant Shares involves a high degree extent by reason of financial risk, can bear the economic risk or arising from any misrepresentation or misstatement of losing its entire investment in the Warrant Shares and has sought, material facts or will seek, such accounting, legal and tax advice as it has considered, or will consider, omission to state material facts necessary to make an informed investment decision with respect the facts stated, under the circumstances, not materially misleading, made or omitted by such Holder to its acquisition the Company in a writing provided to the Company expressly for the purpose of this Warrant inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify expenses for which the Company, and it shall be a condition to Holder’s exercise or any officer, director or control person of this Warrant that the Company receive such other assurances as has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawssuch officer, director or control person in connection with such action, suit or proceeding.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own accountaccount for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such Holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise or sale pursuant to a Registration Statement or other exemption under the 1933 Act, the Holder shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment and not with a view towards the toward distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received and that such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderBy accepting this Warrant, by the acceptance hereof, Holder represents and warrants that it to the Company as follows: (a) is acquiring this The Warrant and the Securities issuable upon exercise of this Warrant Shares solely for its own account, will be acquired for investment for the Holder's own account and not with a view towards to the sale or distribution of any part thereof, and the Holder has no present intention of selling or resale thereof engaging in violation any public distribution of the same except pursuant to a registration or exemption from the Securities Act of 1933, as amended ("Securities Act"). (b) The Holder understands and acknowledges (i) that the Securities issuable upon exercise of the Holder's rights contained herein are not registered under the Securities Act or any qualified under applicable state securities lawslaws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (bii) has received that the Company's reliance on such documents, materials and information as Holder deems necessary or appropriate for evaluation exemption is predicated on the accuracy of the acquisition of the Warrant and the Warrant Shares, representations set forth in this Section 3.2. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and The Holder has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of an its investment in and has the Warrant and ability to bear the Warrant Shares, economic risks of its investment. (d) The Holder understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsedif the Company's Common Stock ceases to be registered with the Securities and Exchange Commission pursuant to paragraph 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), or passed upon if the fairness Company ceases to file the reports required under the Exchange Act, or suitability of, an investment if a registration statement covering the securities under the Securities Act is not in the effect when it desires to resell (i) this Warrant or Warrant Shares or passed up on (ii) the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Securities issuable upon exercise of this Warrant, it may be required to hold such securities for an indefinite period. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act. (e) The Holder will not offer, sell, or otherwise dispose of this Warrant shall or any Securities to be issued upon exercise hereof except under circumstances that will not violate result in a violation of the Securities Act or any state securities laws. (f) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof will acquire the Warrant Units, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Units, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Units for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not Units at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The Holder further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Partnership, the Warrant and the offering thereof from the Partnership. Each delivery of an Exercise Notice shall constitute confirmation at such time by the Holder of the representations concerning the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment Units set forth in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the Holder notifies the Partnership in writing that it is not making such representations (a “Representation Notice”). If the Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectdelivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Partnership’s obligations set forth in Section 2 in connection with such exercise, that the Company Partnership receive such other assurances representations as the Company Partnership considers reasonably necessary to assure the Company Partnership that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws, and the time periods for the Partnership’s compliance with its obligations set forth in Section 2 shall be tolled until such Holder provides the Partnership with such other representations.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards registration statement or an exemption from the distribution or resale thereof in violation registration requirements of the Securities Act or any applicable state securities lawsAct. The holder of this Warrant further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined within the meaning of in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Company, the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon offering thereof from the fairness or suitability of, Company. Each delivery of an investment in Exercise Notice shall constitute confirmation at such time by the Warrant or Warrant Shares or passed up on the accuracy or adequacy holder of the information provided to Holder, and (e) recognizes that an investment in representations concerning the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment set forth in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the holder notifies the Company in writing that it is not making such representations (a “Representation Notice”). If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectholder delivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations and assurances, including an opinion of counsel satisfactory to the Company, as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any applicable federal or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until such holder provides the Company with such other representations.

Representations of Holder. The HolderIn connection with the acquisition of the Shares hereunder, by the acceptance hereof, Holder represents and warrants to the Company that it the statements contained in this paragraph 2 are true, accurate, correct and complete in all material respects. (a) is acquiring The Shares to be acquired by Holder pursuant to this Warrant and the Warrant Shares solely Agreement will be acquired for its Holder's own account, for investment account and not with a view towards the to, or intention of, distribution or resale thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws, and none of the Shares will be disposed of in contravention of the Securities Act or any applicable state securities laws, . (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” , as such term is defined in under Rule 501 of Regulation D promulgated under the Securities Act Act, and has such knowledge Holder is sophisticated and experience in financial able to (i) fend for himself, (ii) evaluate the risks and business matters that it is capable benefits of evaluating the merits and risks of an investment in the Warrant Shares and (iii) is familiar with, and has been afforded full access to and has had an opportunity to ask questions and receive answers concerning the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy terms and conditions of the offering of Shares and such other information provided concerning the Company that Holder has requested and is required in Holder's judgment to Holder, and make an informed decision to acquire the Shares. (ec) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can Holder is able to bear the economic risk of losing its entire Holder's investment in the Warrant Shares for an indefinite period of time because the Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act and any applicable state securities acts or an exemption from such registration is available. (d) Holder will not sell, assign or otherwise transfer the Shares subscribed for herein unless such sale, assignment or other transfer is made in compliance with the terms of that Shareholders' Agreement dated July 6, 1999, among the Company, Holder and certain other individuals (the "Shareholders' Agreement"). (e) Holder has soughtfull corporate or individual power, as applicable, and authority to execute and deliver this Agreement and to perform its, his or her obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Holder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement and such other agreements by Holder does not and will not (A) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws or similar organizational documents of Holder, as applicable (B) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or will seekother restriction of any Governmental Agency (as defined below) to which Holder is subject or (C) conflict with, such accountingviolate or constitute a breach or default (or an event that, legal and tax advice as it has consideredwith notice or lapse of time, or will considerboth, necessary would constitute a default) under, or of any agreement, contract or instrument to which Holder is a party or result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, note, bond, mortgage, deed of trust, or other arrangement to which Holder is a party or by which he is bound or to which any of its, his or her assets is subject and Holder further represents and warrants that Holder is not now in breach of any such agreement, contract or instrument to which Holder is a party. Holder need not give any notice to, make an informed investment decision any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated hereby. (f) Holder has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that transactions contemplated hereby for which the Company receive such other assurances as could become liable or obligated. (g) There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or, to the Company considers reasonably necessary to assure the Company that the issuance knowledge of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsHolder, threatened against him.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants acknowledges to the Corporation that: (1) this Warrant, the Common Stock issuable upon exercise of this Warrant, and any securities issued with respect to either of them by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation or other reorganization will be "restricted securities" as such term is used in the rules and regulations under the Securities Act and that such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (2) it (a) is acquiring has read, and fully understands, the terms of this Warrant set forth on its face and the attachment hereto, including the restrictions on transfer contained herein; (3) it has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; (4) it is receiving this Warrant Shares solely for investment and for its own account, for investment account and not with a view towards to or for sale in connection with any distribution of this Warrant or the Common Stock of the Corporation issuable upon exercise of this Warrant, and it has no intention of selling such securities in a public distribution or resale thereof in violation of the Securities Act federal securities laws or any applicable state securities laws, (b) has received ; provided that nothing contained herein will prevent Holder from transferring such documents, materials and information as Holder deems necessary or appropriate for evaluation securities in compliance with the terms of the acquisition of the this Warrant and the Warrant Shares, applicable federal and state securities laws; (c5) it is an “"accredited investor” as such term is defined in " within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated under by the Securities Act and Exchange Commission and an "excluded purchaser" within the meaning of Section 25102 of the California Corporate Securities Law of 1968; (6) it has been afforded access to the Corporation's financial and business information through disclosure meetings or otherwise, and has such had an opportunity to ask the Corporation's officers questions regarding the Corporation and its financial and business condition and to get independent advice from a professional or investment advisor concerning the investment; and it will not exercise the Warrant unless the same is true with respect to its decision to exercise; (7) it has the knowledge and experience in financial and business matters that it is to be capable of evaluating the merits and risks of an this investment in the Warrant and the Warrant Shares, to protect its own interest; (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes 8) it acknowledges that an investment in the Corporation and this Warrant Shares involves a high degree of financial risk, can bear ; and (9) the economic risk of losing its entire investment in the Warrant Shares and has soughtWarrant, or any substitution warrant, issued to Holder (or his assigns) will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision be imprinted with respect to its acquisition a legend in substantially the form provided below: "The transfer of this Warrant and is subject to restrictions contained herein. This Warrant Shares. If Holder cannot make any has been issued in reliance upon the representation of the foregoing representations at Holder that it has been acquired for investment purposes and not with a view towards the time of exercising resale or other distribution thereof. Neither this Warrant because it would be factually incorrect, Holder shall so notify nor the Company, and it shall be a condition to Holder’s shares issuable upon the exercise of this Warrant that have been registered under the Company receive such Securities Act of 1933." (10) the Corporation may affix the following legend (in addition to any other assurances as the Company considers reasonably necessary legend(s), if any, required by applicable state corporate and/or securities laws) to assure the Company that the issuance certificates for shares of the Warrant Shares Common Stock (or other securities) issued upon exercise of this Warrant shall ("Warrant Shares"): "The securities represented by this certificate have not violate been registered under the Securities Act of 1933 as amended or any state securities lawslaw, and may not be sold, transferred or assigned in the absence of an effective registration statement or an opinion of the company's counsel that registration is not required under said act."

Representations of Holder. The Holder, by Holder hereby represents to the acceptance hereof, represents and warrants that it Corporation as follows: (a) The Holder is acquiring this Warrant and the Warrant Shares Securities solely for its the Holder’s own beneficial account, for investment purposes, and not with a view towards to, or for resale in connection with, any distribution of the distribution or resale thereof in violation of Securities. (b) The Holder understands that the Securities are “restricted securities” and have not been and will not be registered under the Securities Act or any applicable state securities lawslaw, (b) has received such documents, materials and information except as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, expressly required hereunder. (c) The Holder understands that it may dispose of the Securities only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the Holder understands that, except as otherwise set forth hereunder, the Corporation has no obligation or intention to register any of the Securities, or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder. Consequently, the Holder understands that it must bear the economic risks of the investment in the Securities for an indefinite period of time. (d) The Holder agrees: (i) that the Holder will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, unless the transaction is registered under the Securities Act and complies with the requirements of all applicable state securities laws, or the transaction is exempt from the registration provisions of the Securities Act and all applicable requirements of state securities laws; and (ii) that the Corporation and its Affiliates shall not be required to give effect to any purported transfer of such Securities, except upon compliance with the restrictions set forth in this Warrant. (e) At the time the Holder was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises this Warrant it will be, an “accredited investor” as such term is defined in under Rule 501 of Regulation D promulgated under the Securities Act and 501(a). (f) The Holder has such knowledge knowledge, skill and experience in business, financial and business investment matters that it the Holder is capable of evaluating the merits and risks of an investment in the Warrant Securities. The Holder, with the assistance of its professional advisors, has made its own legal, tax, accounting and financial evaluation of the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, merits and risks of an investment in the Warrant or Warrant Shares or passed up on Securities. The Holder is able to bear the accuracy or adequacy of the information provided to Holder, and (e) recognizes that risks associated with an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the CompanySecurities, and it shall be a condition is authorized to Holder’s exercise of this Warrant invest in the Securities. (g) The Holder acknowledges that neither the Company receive such Corporation nor any other assurances as the Company considers reasonably necessary Person offered to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate sell the Securities Act to the Holder by means of, and the Holder is not acquiring the Securities as a result of, any form of general solicitation or advertising, including: (i) any state securities lawsadvertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

Representations of Holder. The HolderIn connection with the issuance of this Warrant, by the acceptance hereof, Holder represents and warrants that it (to the Company that: a) Holder is acquiring this Warrant and the Warrant Shares solely for its own account, (and if applicable the Warrant Shares) for investment only and not with a view towards the distribution has no intention to transfer, sell or resale thereof otherwise dispose of such Warrant, except as permitted pursuant to, and in violation of the Securities Act or any compliance with, applicable federal and state securities laws, (. b) has received such documentsHolder, materials and information as Holder deems necessary either alone or appropriate for evaluation through the assistance of advisors not affiliated with the acquisition of the Warrant and the Warrant SharesCompany, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in business and financial and business matters that it Holder is fully capable of evaluating the merits and risks of making an investment in the Company. c) Holder is aware that the Company files reports with the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 pursuant to which it reports current information concerning the Company, its business and financial condition. Holder has examined such reports to the full extent necessary prior to determining to accept this Warrant. Holder also has been given the opportunity to ask questions of, and has received satisfactory answers to, all such questions from the Company's authorized representatives. Holder is familiar with the business and financial condition of the Company and that ownership of the Warrant is a speculative investment. d) Holder acknowledges and understands that the Warrant and the underlying Warrant Shares cannot be transferred unless they are currently or subsequently registered under the Securities Act of 1933 (the "Securities Act") and applicable state securities laws, or exemptions from such registration requirements are available. Holder further acknowledges and understands that the Company is under no obligation to register the Warrant or the Warrant Shares to make any exemption from registration available and that in the absence of registration or an available registration exemption, the Warrant and the Warrant Shares may not be transferred to any other person without the consent of the Company, which it may validly withhold if the Warrant and the Warrant Shares are not registered or exempt from registration. e) Holder understands that the certificate evidencing the Warrant and the Warrant Shares may be imprinted with legends, and/or stop-transfer instructions may be lodged with the Company's transfer agent, prohibiting the transfer of the Warrant and the Warrant Shares unless they are registered, or registration is not required in the opinion of counsel satisfactory to the Company. Holder consents to the lodging of any such stop transfer instructions and/or such legends being imprinted on the certificates evidencing the Warrant and the Warrant Shares. Holder does not have any contract, (d) understands that no U.S. federalagreement or arrangement with any person to sell, state transfer or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in grant participation of any sort with respect to any of the Warrant or the Warrant Shares. f) Holder is aware of the terms and conditions of Rule 144 adopted by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resale of securities acquired in a non-public offering, including the securities issued on exercise of the Warrant, subject to the satisfaction of certain conditions. Those conditions include, among other things: the availability of certain public information about the Company, the resale occurring not less than one year after the party has purchased and paid for the securities to be sold, the sale's being through a broker in an unsolicited "brokers' transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations (generally, 1% of the total outstanding shares if the Company). Holder understands that unless the Warrant and the Warrant Shares or passed up on are registered for public resale that the accuracy or adequacy most likely method for resale of the information provided Warrant Shares will be pursuant to SEC Rule 144. Holder understands and acknowledges that the Company has not made any representations, guarantees or commitments about the availability of Rule 144 to allow sales of the Warrant or the Warrant Shares in the future. g) Holder understands that there may be tax implications of the acceptance of this Warrant and/or an exercise of the right to purchase shares of Common Stock pursuant to the exercise of this Warrant. Holder also understands that it is Holder's obligation to confer with its tax advisor with respect to such tax implications, and (eto the extent Holder felt necessary, has done so prior to accepting or exercising the Warrant. h) recognizes Holder understands that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment is inherently risky and could result in the loss of all money invested in purchasing the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and and/or the Warrant Shares. If Holder canwould not make any be required to change lifestyle in the event of a loss of all of the foregoing representations at money invested in purchasing the time Warrant or the Warrant Shares. i) Holder fully understands the implications of exercising this accepting the Warrant because it would be factually incorrect, Holder shall so notify and (if applicable) determining to exercise the CompanyWarrant, and has consulted with any and all persons it shall be a condition deemed appropriate, including its attorney and/or accountant, prior to Holder’s determining to accept or exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsWarrant.

Representations of Holder. (a) The Holder, by the acceptance hereof, Holder represents and warrants that it (a) is acquiring this the Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Warrant Shares the Holder is acquiring are being acquired for, and will be held for, its account only. (b) The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or resale thereof in violation public offering of the Securities stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention. (c) The Holder recognizes that the Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Warrant Shares, or to comply with any exemption from such registration. (d) The Holder is aware that neither the Warrant nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations. (e) The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless and until the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant Shares under the Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation . The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the acquisition Securities Act of 1933, as amended, except in unusual circumstances. (f) The Holder understands and agrees that all certificates evidencing the Warrant and Shares to be issued to the Warrant SharesHolder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (cTHE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (g) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsAct.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.. Form of Additional Warrant

Representations of Holder. The HolderBy accepting this Warrant, by the acceptance hereof, Holder represents and warrants that it to the Company as follows: (a) is acquiring this The Warrant and the Warrant Shares solely for its own account, will be acquired for investment for the Holder's own account and not with a view towards to the sale or distribution of any part thereof, and the Holder has no present intention of selling or resale thereof engaging in violation any public distribution of the same except pursuant to a registration or exemption from the Securities Act of 1933, as amended ("Securities Act"). (b) The Holder understands and acknowledges (i) that the Securities issuable upon exercise of the Holder's rights contained herein are not registered under the Securities Act or any qualified under applicable state securities lawslaws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (bii) has received that the Company's reliance on such documents, materials and information as Holder deems necessary or appropriate for evaluation exemption is predicated on the accuracy of the acquisition of the Warrant and the Warrant Shares, representations set forth in this Section 3.2. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and The Holder has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of an its investment in and has the Warrant and ability to bear the Warrant Shares, economic risks of its investment. (d) The Holder understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsedif the Company's Common Stock ceases to be registered with the Securities and Exchange Commission pursuant to paragraph 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), or passed upon if the fairness Company ceases to file the reports required under the Exchange Act, or suitability of, an investment if a registration statement covering the securities under the Securities Act is not in the effect when it desires to resell (i) this Warrant or Warrant Shares or passed up on (ii) the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Securities issuable upon exercise of this Warrant, it may be required to hold such securities for an indefinite period. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act. (e) The Holder will not offer, sell, or otherwise dispose of this Warrant shall or any Securities to be issued upon exercise hereof except under circumstances that will not violate result in a violation of the Securities Act or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Company that: (a) is acquiring this Warrant, the Common Stock issuable upon exercise of this Warrant and the Warrant Shares solely for its own account, for investment and not any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a view towards the distribution recapitalization, merger, consolidation or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” other reorganization will be "restricted securities" as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder canmay not make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Common Stock of the Company issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (d) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities; and (e) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant ("Warrant Shares"): "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Representations of Holder. The Holder, by the acceptance hereof, hereby represents and warrants that it to the Company that: (a) is acquiring This Warrant has been, and upon exercise the Warrant Shares will be, acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. Holder further represents that Holder does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to this Warrant or any of the Warrant Shares. (b) Holder understands that this Warrant and the Warrant Shares solely for its own accounthave not been, for investment and will not with be, registered under the Securities Act, by reason of a view towards specific exemption from the distribution or resale thereof in violation registration provisions of the Securities Act or any which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Holder's representations as expressed herein. Holder understands that this Warrant and Warrant Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, (b) Holder must hold this Warrant and the Warrant Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Holder acknowledges that the Company has received such documentsno obligation to register or qualify this Warrant or the Warrant Shares, materials or the stock into which they may be converted, for resale. Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and information as Holder deems necessary or appropriate manner of sale, the holding period for evaluation of the acquisition of the this Warrant and the Warrant Shares, and on requirements relating to the Company which are outside of Holder's control, and which the Company is under no obligation and may not be able to satisfy. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters Holder understands that it is capable of evaluating the merits and risks of an investment in the Warrant Shares and any securities issued in respect of or exchange for the Warrant Shares, (d) understands that no U.S. federal, state may bear one or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy all of the information provided to Holderfollowing legends: (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933." (eii) recognizes that an investment in Any legend required by the Warrant Shares involves a high degree securities laws of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsto the extent such laws are applicable to the Shares represented by the certificate so legended.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants acknowledges to the Corporation that: (1) this Warrant, the Series A Preferred Stock issuable upon exercise of this Warrant, and the Common Stock issuable upon conversion of the Series A Preferred Stock, and any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation or other reorganization will be "restricted securities" as such term is used in the rules and regulations under the Securities Act and that it such securities have not been and will not be registered under the Securities Act of 1933 (athe "SECURITIES ACT") or any state securities law, and that such securities must be held indefinitely unless registration is acquiring effected or transfer can be made pursuant to appropriate exemptions; (2) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the Warrant Shares solely attachments hereto, including the restrictions on transfer contained herein; (3) the Holder has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; (4) the Holder is purchasing for investment for its own account, for investment account and not with a view towards to or for sale in connection with any distribution of this Warrant, the Series A Preferred Stock of the Corporation issuable upon exercise of this Warrant or the Common Stock of the Corporation issuable upon conversion of the Series A Preferred Stock and it has no intention of selling such securities in a public distribution or resale thereof in violation of the Securities Act federal securities laws or any applicable state securities laws, (b) has received ; provided that nothing contained herein will prevent Holder from transferring such documents, materials and information as Holder deems necessary or appropriate for evaluation securities in compliance with the terms of the acquisition of the this Warrant and the Warrant Shares, applicable federal and state securities laws; (c5) the Holder is an “"accredited investor” as such term is defined in " within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated under by the Securities Act and has such knowledge Exchange Commission (the "COMMISSION") and experience in financial and business matters that it is capable an "excluded purchaser" within the meaning of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (dSection 25102(f) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided California Corporate Securities Law of 1968; and (6) the Corporation may affix the following legend (in addition to Holderany other legend(s), and if any, required by applicable state corporate and/or securities laws) to certificates for shares of Series A Preferred Stock (eor other securities) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares issued upon exercise of this Warrant shall and the shares of Common Stock issued upon conversion of the Series A Preferred Stock ("WARRANT SHARES"): "These securities have not violate been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or any state hypothecated in the absence of a registration statement in effect with respect to the securities lawsunder such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Company that: (a) is acquiring this Warrant, the Common Stock issuable upon exercise of this Warrant and the Warrant Shares solely for its own account, for investment and not any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a view towards the distribution recapitalization, merger, consolidation or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” other reorganization will be "restricted securities" as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder canmay not make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Common Stock of the Company issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (d) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission and an "excluded purchaser" within the meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (e) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant ("Warrant Shares"): "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, 6 7 such holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. (a) The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof will acquire the Warrant Units, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Units, except pursuant to transactions registered or exempted from registration under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Units for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not Units at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption from registration under the Securities Act or any applicable state securities laws, Act. (b) has received The Holder further represents, by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in Rule 501 of 501of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has had the opportunity to ask questions and receive answers concerning the Company, the Warrant and the offering thereof from the Company. The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial and or business matters that it is capable of evaluating the merits and risks of an the investment in the Warrant and the Warrant SharesUnits. (c) The Holder understands and acknowledges that this Warrant and the Warrant Units to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon Each delivery of an Exercise Notice shall constitute confirmation at such time by the fairness or suitability of, an investment in Holder of the representations concerning the Warrant or Warrant Shares or passed up on Units set forth in this Section 6, unless contemporaneous with the accuracy or adequacy delivery of such Exercise Notice, the information provided to Holder, and Holder notifies the Company in writing that it is not making such representations (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares“Representation Notice”). If the Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectdelivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until such Holder provides the Company with such other representations.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state or Israeli securities laws.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it to, and agrees with, the Company that: (ai) is acquiring this Holder shall acquire the Warrant and the Warrant Shares solely for its her own account, for investment investment, and not with a view towards the distribution or resale thereof in violation thereof; (ii) Holder has received a copy of all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its shareholders; (iii) Holder understands that she must bear the economic risk of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of investment in the acquisition of the Warrant Warrants and the Warrant Shares, which cannot be sold by Holder unless they are registered under the Act or an exemption therefrom is available thereunder, and that the Company is under no obligation to register the Warrants and the Warrant Shares for sale under the Act; (civ) Holder has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to clause (ii) above; (v) Holder is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Warrants and the Warrant Shares in the absence of registration under the Act or an “accredited investor” exemption therefrom as provided herein; and (vi) If, at the time of issuance of the Warrant Shares, the issuance of such term is defined in Rule 501 of Regulation D promulgated shares have not been registered under the Act, the certificates evidencing the Warrant Shares shall bear the following legend: "The securities represented by this certificate have not been registered under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating 1933, as amended ("Act") or applicable state law. The securities may not be offered for sale, sold or otherwise transferred, except pursuant to an effective registration statement under the merits and risks of Act; or pursuant to an investment in exemption from registration under the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to HolderAct, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision compliance with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any applicable state securities lawslaw."

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants acknowledges to the Company that: It understands that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an Stock will be “accredited investorrestricted securities” as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant: “These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act.” No Fractional Shares. No fractional shares will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one such share on the date of exercise, as determined in good faith by the Company’s Board of Directors.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant Warrant, other than pursuant to a Cashless Exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own accountaccount for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment and not with a view towards the toward distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received and that such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderBy accepting this Warrant, by the acceptance hereof, Holder represents and warrants that it to the Company as follows: (a) is acquiring this The Warrant and the Securities issuable upon exercise of this Warrant Shares solely for its own account, will be acquired for investment for the Holder’s own account and not with a view towards to the sale or distribution of any part thereof, and the Holder has no present intention of selling or resale thereof engaging in violation any public distribution of the same except pursuant to a registration or exemption from the Securities Act of 1933, as amended (“Securities Act”). (b) The Holder understands and acknowledges (i) that the Securities issuable upon exercise of the Holder’s rights contained herein are not registered under the Securities Act or any qualified under applicable state securities lawslaws because the issuance contemplated by this Warrant will be exempt from the registration and qualification requirements thereof, and (bii) has received that the Company’s reliance on such documents, materials and information as Holder deems necessary or appropriate for evaluation exemption is predicated on the accuracy of the acquisition of the Warrant and the Warrant Shares, representations set forth in this Section 3.2. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and The Holder has such knowledge and experience in financial and business matters that it is as to be capable of evaluating the merits and risks of an its investment in and has the Warrant and ability to bear the Warrant Shares, economic risks of its investment. (d) The Holder understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsedif the Company’s Common Stock ceases to be registered with the Securities and Exchange Commission pursuant to paragraph 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), or passed upon if the fairness Company ceases to file the reports required under the Exchange Act, or suitability of, an investment if a registration statement covering the securities under the Securities Act is not in the effect when it desires to resell (i) this Warrant or Warrant Shares or passed up on (ii) the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Securities issuable upon exercise of this Warrant, it may be required to hold such securities for an indefinite period. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act. (e) The Holder will not offer, sell, or otherwise dispose of this Warrant shall or any Securities to be issued upon exercise hereof except under circumstances that will not violate result in a violation of the Securities Act or any state securities laws. (f) Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) Holder represents that (i) it is acquiring this Warrant and the Warrant Shares solely Warrants for its own account, for investment and not with a view towards the to any distribution or resale thereof in violation public offering within the meaning of the Securities Act or but subject to any applicable state securities lawsrequirement of law that the disposition of the property of the holder of a Warrant and/or Warrant Share shall at all times be within its control, (bii) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under of the Securities Act and (iii) such Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an the investment made in connection with the Warrant acquisition of the Warrants. Holder acknowledges that the Warrants and the Warrant Shares, (d) understands Shares issuable upon exercise thereof have not been registered under the Securities Act and agrees that no U.S. federal, state it will not sell or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant otherwise transfer any of its Warrants or Warrant Shares except upon the terms and conditions specified herein. (b) Each Warrant Certificate issued to Holder or passed up on the accuracy or adequacy of the information provided to Holdera subsequent transferee (unless, and (e) recognizes that an investment in the Warrant Shares involves opinion of Holder’s counsel, the first paragraph of such legend is not required in order to ensure compliance with the Securities Act) shall include a high degree of financial risklegend in substantially the following form: THE OFFER AND SALE OF THE WARRANTS AND UNDERLYING SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM, can bear the economic risk of losing its entire investment OR OTHERWISE IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT. IN ADDITION, THE WARRANTS AND UNDERLYING SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT DATED JULY __, 2006, BETWEEN THE ISSUER AND THE INITIAL HOLDER OF THE WARRANTS NAMED THEREIN, A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. (c) The restrictions set forth in the Warrant Shares Section 14(b) shall terminate and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary cease to make an informed investment decision be effective with respect to its acquisition of this any Warrants or Warrant and Warrant SharesShares registered under the Securities Act. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder Whenever such restrictions shall so notify terminate the Company, and it holder of such Warrants and/or Warrant Shares shall be a condition entitled to Holder’s exercise of this receive from the Issuer, without expense (other than transfer taxes, if any), Warrant that the Company receive Certificates or certificates for such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate bearing the Securities Act or legend set forth in Section 14(b) at which time the Issuer will rescind any state securities lawstransfer restrictions relating thereto.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.. Warrant No. 1 – Series B-6-

Representations of Holder. The Holder, by the acceptance hereof, Holder represents and warrants that it (a) is acquiring this the Warrant and the Warrant Shares Stock solely for its own account, account for investment and not with a view towards to or for sale or distribution of said Warrant or Warrant Stock or any part thereof. The Holder also represents that the distribution or resale thereof in violation entire legal and beneficial interests of the Securities Act or any applicable state securities lawsWarrant and Warrant Stock the Holder is acquiring is being acquired for, (b) has received such documentsand will be held for, materials and information as its account only. The Holder deems necessary or appropriate for evaluation of the acquisition of understands that the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated Stock have not been registered under the Securities Act and Act, on the basis that no distribution or public offering of the securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such knowledge and experience in financial and business matters present intention. The Holder recognizes that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands Stock must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in obligation to register the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree Stock of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, or to comply with any exemption from such registration. The Holder is aware that neither the Warrant nor the Warrant Stock may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the Warrant Stock, the availability of certain current public information about the Company and it shall be a condition to Holder’s exercise of this Warrant the resale following the required holding period under Rule 144. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company receive such other assurances as presently has no plans to satisfy these conditions in the Company considers reasonably necessary to assure the Company foreseeable future. The Holder understands and agrees that the issuance of all certificates evidencing the Warrant Shares upon exercise of Stock to be issued to the Holder, if any, may bear the following legend: “The Common Stock represented by this Warrant shall certificate have not violate been registered under the Securities Act of 1933 (the “Act”) or any state securities laws, and cannot be offered, sold or otherwise transferred in the absence of registration or the availability of an exemption from registration under the Act, regulations promulgated thereunder, and applicable state securities laws.”

Representations of Holder. The HolderIn connection with the acquisition of the Shares hereunder, by the acceptance hereof, Holder represents and warrants to the Company that it the statements contained in this paragraph 2 are true, accurate, correct and complete in all material respects. (a) is acquiring The Shares to be acquired by Holder pursuant to this Warrant and the Warrant Shares solely Agreement will be acquired for its Holder's own account, for investment account and not with a view towards the to, or intention of, distribution or resale thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws, and none of the Shares will be disposed of in contravention of the Securities Act or any applicable state securities laws, . (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” , as such term is defined in under Rule 501 of Regulation D promulgated under the Securities Act Act, and has such knowledge Holder is sophisticated and experience in financial able to (i) fend for himself, (ii) evaluate the risks and business matters that it is capable benefits of evaluating the merits and risks of an investment in the Warrant Shares and (iii) is familiar with, and has been afforded full access to and has had an opportunity to ask questions and receive answers concerning the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy terms and conditions of the offering of Shares and such other information provided concerning the Company that Holder has requested and is required in Holder's judgment to Holder, and make an informed decision to acquire the Shares. (ec) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can Holder is able to bear the economic risk of losing its entire Holder's investment in the Warrant Shares for an indefinite period of time because the Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act and any applicable state securities acts or an exemption from such registration is available. (d) Holder will not sell, assign or otherwise transfer the Shares subscribed for herein unless such sale, assignment or other transfer is made in compliance with the terms of that Shareholders' Agreement dated July 6, 1999, among the Company, Holder and certain other individuals (the "Shareholders' Agreement"). (e) Holder has soughtfull corporate or individual power, as applicable, and authority to execute and deliver this Agreement and to perform its or his obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Holder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement and such other agreements by Holder does not and will not (A) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws or similar organizational documents of Holder, as applicable (B) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or will seekother restriction of any Governmental Agency (as defined below) to which Holder is subject or (C) conflict with, such accountingviolate or constitute a breach or default (or an event that, legal and tax advice as it has consideredwith notice or lapse of time, or will considerboth, necessary would constitute a default) under, or of any agreement, contract or instrument to which Holder is a party or result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, note, bond, mortgage, deed of trust, or other arrangement to which Holder is a party or by which he is bound or to which any of his assets is subject and Holder further represents and warrants that Holder is not now in breach of any such agreement, contract or instrument to which Holder is a party. Holder need not give any notice to, make an informed investment decision any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated hereby. (f) Holder has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that transactions contemplated hereby for which the Company receive such other assurances as could become liable or obligated. (g) There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or, to the Company considers reasonably necessary to assure the Company that the issuance knowledge of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsHolder, threatened against him.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof (other than pursuant to a Cashless Exercise) will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered, or exempted from registration, under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The Holder further represents, (b) has received such documentsby acceptance hereof, materials and information that, as of this date, the Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has Act. Each delivery of an Exercise Notice, other than in connection with a Cashless Exercise, shall constitute confirmation at such knowledge and experience time by the Holder of the representations concerning the Warrant Shares set forth in financial and business matters the first two sentences of this Section 6, unless contemporaneously with the delivery of such Exercise Notice the Holder notifies the Company in writing that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, not making such representations (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares“Representation Notice”). If the Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectdelivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to the Holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations together with an opinion of counsel, in a generally acceptable form, as the Company considers may reasonably necessary request to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof (other than pursuant to a Cashless Exercise) will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The Holder further represents, (b) has received such documentsby acceptance hereof, materials and information that, as of this date, the Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the SEC under the Securities Act and has (an “Accredited Investor”). Each delivery of an Exercise Notice, other than in connection with a Cashless Exercise, shall constitute confirmation at such knowledge and experience time by the Holder of the representations concerning the Warrant Shares set forth in financial and business matters the first two sentences of this Section 6, unless contemporaneous with the delivery of such Exercise Notice, the Holder notifies the Company in writing that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, not making such representations (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares“Representation Notice”). If the Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectdelivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to the Holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until the Holder provides the Company with such other representations.

Representations of Holder. The HolderIn connection with the acquisition of the Shares hereunder, by the acceptance hereof, Holder represents and warrants to the Company that it the statements contained in this paragraph 2 are true, accurate, correct and complete in all material respects. (a) is acquiring The Shares to be acquired by Holder pursuant to this Warrant and the Warrant Shares solely Agreement will be acquired for its Holder's own account, for investment account and not with a view towards the to, or intention of, distribution or resale thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws, and none of the Shares will be disposed of in contravention of the Securities Act or any applicable state securities laws, . (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” , as such term is defined in under Rule 501 of Regulation D promulgated under the Securities Act Act, and has such knowledge Holder is sophisticated and experience in financial able to (i) fend for himself, (ii) evaluate the risks and business matters that it is capable benefits of evaluating the merits and risks of an investment in the Warrant Shares and (iii) is familiar with, and has been afforded full access to and has had an opportunity to ask questions and receive answers concerning the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy terms and conditions of the offering of Shares and such other information provided concerning the Company that Holder has requested and is required in Holder's judgment to Holder, and make an informed decision to acquire the Shares. (ec) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can Holder is able to bear the economic risk of losing its entire Holder's investment in the Warrant Shares for an indefinite period of time because the Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act and any applicable state securities acts or an exemption from such registration is available. (d) Holder will not sell, assign or otherwise transfer the Shares subscribed for herein unless such sale, assignment or other transfer is made in compliance with the terms of that Shareholders' Agreement dated July 6,1999, among the Company, Holder and certain other individuals (the "Shareholders' Agreement"). (e) Holder has soughtfull corporate or individual power, as applicable, and authority to execute and deliver this Agreement and to perform its or his obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Holder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement and such other agreements by Holder does not and will not (A) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws or similar organizational documents of Holder, as applicable (B) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or will seekother restriction of any Governmental Agency (as defined below) to which Holder is subject or (C) conflict with, such accountingviolate or constitute a breach or default (or an event that, legal and tax advice as it has consideredwith notice or lapse of time, or will considerboth, necessary would constitute a default) under, or of any agreement, contract or instrument to which Holder is a party or result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, note, bond, mortgage, deed of trust, or other arrangement to which Holder is a party or by which he is bound or to which any of his assets is subject and Holder further represents and warrants that Holder is not now in breach of any such agreement, contract or instrument to which Holder is a party. Holder need not give any notice to, make an informed investment decision any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated hereby. (f) Holder has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that transactions contemplated hereby for which the Company receive such other assurances as could become liable or obligated. (g) There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or, to the Company considers reasonably necessary to assure the Company that the issuance knowledge of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsHolder, threatened against him.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant Warrant, other than pursuant to a Cashless Exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderBy acceptance of this Warrant, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Company that: (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an Stock are “accredited investorrestricted securities” as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and (d) the Company may affix one or more legends, including a legend in substantially the following form (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates representing Warrant Stock: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM AND THE ISSUER OF THESE SECURITIES HAS BEEN PROVIDED WITH AN OPINION OF LEGAL COUNSEL TO THE HOLDER IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES TO THE EFFECT THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION UNDER SUCH LAWS.”

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder further represents, (c) by acceptance hereof, that, as of this date, the Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the Holder’s own account and not as a high degree of financial risknominee for any other party, can bear for investment, and not with a view toward distribution or resale and that the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If the Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to the Holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Corporation that: (a1) this Warrant, and the shares of Common Stock issuable upon exercise of this Warrant, and any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation or other reorganization will be "restricted securities" as such term is used in the rules and regulations under the Securities Act of 1933, as amended (the "Securities Act"), and, subject to Section 10, such securities have not been and will not be registered under the Securities Act or any state securities law, and such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (2) Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (3) Holder has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; (4) Holder is acquiring this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares solely for investment for its own account, for investment account and not with a view towards to or for sale in connection with any distribution of this Warrant and/or the shares of Common Stock issuable upon exercise of this Warrant, and Holder has no intention of selling such securities in a public distribution or resale thereof in violation of the Securities Act federal securities laws or any applicable state securities laws, (b) has received ; provided that nothing contained herein will prevent Holder from transferring such documents, materials and information as Holder deems necessary or appropriate for evaluation securities in compliance with the terms of the acquisition of the this Warrant and the Warrant Shares, applicable federal and state securities laws; (c5) Holder is an “"accredited investor” as such term is defined in " within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable an "excluded purchaser" within the meaning of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (dSection 25102(f) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided California Corporate Securities Law of 1968; and (6) the Corporation may affix the following legend (in addition to Holderany other legend(s), and (eif any, required by applicable state corporate and/or securities laws) recognizes that an investment in the Warrant Shares involves a high degree to certificates for shares of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Common Stock issued upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsWarrant. "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM."

Representations of Holder. The HolderHolder acknowledges that the Company will rely on the information and on the representations set forth herein, by and the acceptance hereofundersigned hereby represents, represents warrants and warrants that it agrees that: (a) The Holder is acquiring this Warrant and an "Accredited Investor", as that term is defined under Section 501(a) of Regulation D under the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, Act. (b) The Holder has not received such documents, materials and information as Holder deems necessary any general solicitation or appropriate for evaluation general advertising regarding the exercise of the acquisition of the Warrant and the Warrant Shares, Warrant. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and The Holder has such sufficient knowledge and experience in financial and business matters so that he or it is capable of evaluating able to evaluate the merits and risks of exercising the Warrant as well as substantial experience in previous private and public purchases of securities. (d) The Holder understands that an investment in the Company involves significant risk. The Holder does not require the funds to be used to exercise this Warrant or the Warrant Shares for his liquidity or other needs, possesses the ability to bear the economic risk of holding the this Warrant or the Warrant Shares purchased hereunder indefinitely and can afford a complete loss of its investment in the this Warrant or the Warrant Shares. (e) Prior to the issuance of this Warrant and prior to exercise, the Holder has or will have had full opportunity to ask questions of and receive answers from the Company and its officers and authorized representatives regarding the terms and conditions of the Warrant and the transactions contemplated hereby, as well as the affairs of the Company and related matters. The Holder confirms that he does not desire to receive any further information. (f) The Holder understands that the exercise price of the Warrant being purchased hereby has been arbitrarily determined and does not necessarily bear any relationship to investment criteria such as projected earnings, discounted cash flow, book value or other measures of value. (g) The Holder understands that the Warrant has not been filed with or reviewed by the Commission nor the securities department of any state because of the private or limited nature of this offering as defined by applicable laws, and that the Warrant and the Warrant SharesShares have not been registered with the Commission under the Act nor with the securities department of any state in reliance upon an exemption therefrom for non-public offerings. (h) The Holder is a bona fide resident of the state set forth as his "address" above and further represents that (a) if a corporation, partnership, trust or other form of business organization, it has a principal office within such state; and (db) understands if an individual, he has his principal residence in such state. (i) The Holder represents and warrants that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant and the Warrant Shares are or will be acquired for investment purposes and not with a view to or for sale or distribution. The Holder represents that there is no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Warrant and the Warrant Shares or passed up any part thereof, and the Holder has no present plans to enter into such contract, undertaking, agreement or arrangement and will neither directly or indirectly seek to assign, transfer or sell the same in any way inconsistent with the legend which is being placed on the accuracy Warrant. (j) Each Holder agrees to indemnify and hold harmless the Company and each officer, director, employee, agent or adequacy control person of the information provided Company, who is or may be a party or is or may be threatened to Holderbe made a party to any threatened, and (e) recognizes that an investment in pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the Warrant Shares involves a high degree extent by reason of financial risk, can bear the economic risk or arising from any misrepresentation or misstatement of losing its entire investment in the Warrant Shares and has sought, material facts or will seek, such accounting, legal and tax advice as it has considered, or will consider, omission to state material facts necessary to make an informed investment decision with respect the facts stated, under the circum- stances, not materially misleading, made or omitted by such Holder to its acquisition the Company in a writing provided to the Company expressly for the purpose of this Warrant inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify expenses for which the Company, and it shall be a condition to Holder’s exercise or any officer, director or control person of this Warrant that the Company receive such other assurances as has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawssuch officer, director or control person in connection with such action, suit or proceeding.

Representations of Holder. The Holder, by You hereby represent and warrant to the Company as follows: (i) By acceptance hereof, represents and warrants you acknowledge that it (a) is acquiring this Warrant Option and the Warrant Shares shares of Common Stock to be issued upon exercise hereof are being acquired solely for its your own account, for investment account and not with as a view towards the distribution nominee for any other party, and for investment, and that you will not offer, sell or resale thereof otherwise dispose of this Option or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. (ii) You have a preexisting business relationship with the Company and are familiar with the business, (b) has received such documentsproperties, materials prospects and information as Holder deems necessary or appropriate for evaluation financial condition of the acquisition Company. (iii) You are experienced in evaluating and investing in securities of companies in the Warrant development stage and acknowledge that you are able to fend for yourself, can bear the Warrant Shareseconomic risk of this investment, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has have such knowledge and experience in financial and business matters that it is you are capable of evaluating the merits and risks of an the investment in the Warrant and the Warrant Shares, Common Stock. (div) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant You understand that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Common Stock issuable upon exercise of this Warrant shall the Option may not violate be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Common Stock or an available exemption from registration under the Securities Act, the Common Stock must be held indefinitely. (v) If applicable, all shares of Common Stock issued upon exercise hereof may be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR SOME EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR LAWS, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH AGREEMENT PROVIDES FOR CERTAIN TRANSFER RESTRICTIONS AND RIGHTS OF REPURCHASE. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST XXXXXXX A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Company that: (a) this Warrant, the Common Stock issuable upon exercise of this Warrant and any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation or other reorganization ("Warrant Shares") will be "restricted securities" as such term is acquiring used in the rules and regulations under the Securities Act and that such securities have not been and may not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Warrant Shares of the Company issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (d) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission; and (e) the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for Warrant Shares solely for its own account, issued upon exercise of this Warrant: These securities have not been registered under the Securities Act of 1933 or the Arizona Securities Act. These securities have been acquired for investment and not with a view towards the to distribution or resale thereof in violation of the Securities Act resale, and may not be sold, mortgaged, pledged, hypothecated or any applicable state otherwise transferred without an effective registration statement for such securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed1933, or passed upon an opinion of counsel acceptable to the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes corporation that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, registration is not required under such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsact.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Corporation that: (a) is acquiring this Warrant, the Common Stock issuable upon exercise of this Warrant and the Warrant Shares solely for its own account, for investment and not any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a view towards the distribution recapitalization, merger, consolidation or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” other reorganization will be "restricted securities" as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder canmay not make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; (d) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Common Stock of the Corporation issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (e) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission and an "excluded purchaser" within the meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (f) the Corporation may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant ("Warrant Shares"): "These securities have not been registered under the Securities Act of 1933, or any state securities laws. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under all applicable federal and state securities laws or an opinion of counsel satisfactory to the Corporation that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own accountaccount for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such Holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, other than pursuant to a sale pursuant to a Registration Statement or other exemption under the Securities Act, the Holder shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment and not with a view towards the toward distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received and that such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any federal or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants acknowledges to the Corporation that: 8.1. This Warrant, the Common Stock issuable upon exercise of this Warrant, and any securities issued with respect to either of them by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation or other reorganization will be "restricted securities" as such term is used in the rules and regulations under the Securities Act and that it (a) such securities have not been and will not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is acquiring effected or transfer can be made pursuant to appropriate exemptions; 8.2. He has read, and fully understands, the terms of this Warrant set forth on its face and the attachment hereto, including the restrictions on transfer contained herein; 8.3. He has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; 8.4. He is receiving this Warrant Shares solely for investment and for its own account, for investment account and not with a view towards to or for sale in connection with any distribution of this Warrant or the Common Stock of the Corporation issuable upon exercise of this Warrant, and it has no intention of selling such securities in a public distribution or resale thereof in violation of the Securities Act federal securities laws or any applicable state securities laws, (b) has received ; provided that nothing contained herein will prevent Holder from transferring such documents, materials and information as Holder deems necessary or appropriate for evaluation securities in compliance with the terms of the acquisition of the this Warrant and the Warrant Shares, (c) applicable federal and state securities laws; 8.5. He is an “"accredited investor” as such term is defined in " within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated under by the Securities Act and Exchange Commission. 8.6. He has been afforded access to the Corporation's financial and business information through disclosure meetings or otherwise, and has such had an opportunity to ask the Corporation's officers questions regarding the Corporation and its financial and business condition and to get independent advice from a professional or investment advisor concerning the investment; and it will not exercise the Warrant unless the same is true with respect to its decision to exercise; 8.7. He has the knowledge and experience in financial and business matters that it is to be capable of evaluating the merits and risks of an this investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes protect its own interest; 8.8. He acknowledges that an investment in the Corporation and this Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought; and 8.9. This Warrant, or will seekany substitution warrant, such accountingissued to Holder (or his assigns) is subject to the following legend condition: "THE TRANSFER OF THIS WARRANT IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS WARRANT HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF THE HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933." 8.10. The Corporation may affix the following legend (in addition to any other legend(s), legal and tax advice as it has consideredif any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares securities) issued upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.("Warrant Shares"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT"

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a Registration Statement or an exemption under the Securities Act. The Holder further represents, (c) by acceptance hereof, that, as of this date, the Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”).Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the Holder’s own account and not as a high degree of financial risknominee for any other party, can bear for investment, and not with a view toward distribution or resale and that the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If the Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch Xxxxxx’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) The Holder is acquiring this Warrant the Preferred Shares and the Warrant Common Stock issuable upon conversion of the Preferred Shares solely (collectively the "Securities") for its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act, and the Holder has no present or presently contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the distribution thereof. (b) The Holder understands that because the Securities have not been registered under the Securities Act, it cannot dispose of any or all of the Securities unless the relevant shares are subsequently registered under the Securities Act or exemptions from such registration are available. The Holder understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act"). These securities have been acquired for investment and not with a view towards the to distribution or resale thereof resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such securities under the Act or an opinion of counsel satisfactory to the Company is obtained to the effect that an exemption from such registration requirements is available. (c) The Holder is sufficiently knowledgeable and experienced in violation the making of investments so as to be able to evaluate the risks and merits of its investment in the Company, and is able to bear the economic risk of loss of its investment in the Company. (d) The Holder has been advised that the Securities have not been registered under the Securities Act or under the "blue sky" laws of any applicable state securities lawsjurisdiction and that the Company in issuing the Securities is relying upon, among other things, the representations and warranties of the Holder contained in this Section 6. (be) The Holder acknowledges receipt of the Incorporated Documents (and any other documents filed with the Commission previously requested by the Holder). (f) The Holder has received been afforded the opportunity to ask questions of, and receive answers from, the Company and all of its executed officers and directors and to obtain any additional information, to the extent that the Company possesses such documentsinformation or could have acquired it, materials necessary to verify the accuracy of the information contained in any documents delivered to the Holder concerning the Company and has in general had access to all information as the Holder deems necessary or appropriate for evaluation of deemed material to an investment decision with respect to the acquisition of the Warrant and the Warrant Shares, Securities. (cg) The Holder is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act Act. (h) As used herein, "Incorporated Documents" shall mean the Company's most recent Annual Report on Form 10-K filed with the Commission and has such knowledge each Form 10-Q Quarterly Report and experience in financial and business matters that it is capable of evaluating each Current Report on Form 8-K filed with the merits and risks of an investment in Commission since the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy end of the information provided fiscal year to Holderwhich such Annual Report relates, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make including any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsamendments thereto.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.. Form of Fifteen Month Warrant

Representations of Holder. The Holder, by the acceptance hereof, Holder represents and warrants that it (a) is acquiring this the Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents that the distribution or resale thereof in violation entire legal and beneficial interests of the Securities Act or any applicable state securities lawsWarrant and Warrant Shares the Holder is acquiring is being acquired for, (b) has received such documentsand will be held for, materials and information as its account only. The Holder deems necessary or appropriate for evaluation of the acquisition of understands that the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated Shares have not been registered under the Securities Act and Act, on the basis that no distribution or public offering of the securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such knowledge and experience in financial and business matters present intention. The Holder recognizes that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in obligation to register the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial riskthe Company, can bear or to comply with any exemption from such registration. The Holder is aware that neither the economic risk of losing its entire investment in Warrant nor the Warrant Shares and has soughtmay be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, or will seekincluding, such accountingamong other things, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition the existence of this Warrant and a public market for the Warrant Shares, the availability of certain current public information about the Company and the resale following the required holding period under Rule 144. If Holder canis aware that the conditions for resale set forth in Rule 144 have not make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, been satisfied and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as presently has no plans to satisfy these conditions in the Company considers reasonably necessary to assure the Company foreseeable future. The Holder understands and agrees that the issuance of all certificates evidencing the Warrant Shares upon exercise of to be issued to the Holder, if any, may bear the following legend: “The securities represented by this Warrant shall certificate have not violate been registered under the Securities Act of 1933 (the “Act”) or any state securities laws, and cannot be offered, sold or otherwise transferred in the absence of registration or the availability of an exemption from registration under the Act, regulations promulgated thereunder, and applicable state securities laws.”

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.. Warrant No. 1 – Series J

Representations of Holder. The Holder, by You hereby represent and warrant to the Company as follows: (i) By acceptance hereof, represents and warrants you acknowledge that it (a) is acquiring this Warrant Option and the Warrant Shares shares of Common Stock to be issued upon exercise hereof are being acquired solely for its your own account, for investment account and not with as a view towards the distribution nominee for any other party, and for investment, and that you will not offer, sell or resale thereof otherwise dispose of this Option or any shares of Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act or any applicable state securities laws. (ii) You have a preexisting business relationship with the Company and are familiar with the business, (b) has received such documentsproperties, materials prospects and information as Holder deems necessary or appropriate for evaluation financial condition of the acquisition Company. (iii) You are experienced in evaluating and investing in securities of companies in the Warrant development stage and acknowledge that you are able to fend for yourself, can bear the Warrant Shareseconomic risk of this investment, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has have such knowledge and experience in financial and business matters that it is you are capable of evaluating the merits and risks of an the investment in the Warrant and the Warrant Shares, Common Stock. (div) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant You understand that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Common Stock issuable upon exercise of this Warrant shall the Option may not violate be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Common Stock or an available exemption from registration under the Securities Act, the Common Stock must be held indefinitely. (v) If applicable, all shares of Common Stock issued upon exercise hereof may be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR SOME EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR LAWS, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards registration statement or an exemption from the distribution or resale thereof in violation registration requirements of the Securities Act or any applicable state securities lawsAct. The holder of this Warrant further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in within the meaning of Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Company, the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon offering thereof from the fairness or suitability of, Company. Each delivery of an investment in Exercise Notice shall constitute confirmation at such time by the Warrant or Warrant Shares or passed up on the accuracy or adequacy holder of the information provided to Holder, and (e) recognizes that an investment in representations concerning the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment set forth in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the holder notifies the Company in writing that it is not making such representations (a “Representation Notice”). If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectholder delivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations and assurances, including an opinion of counsel satisfactory to the Company, as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any applicable federal or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until such holder provides the Company with such other representations.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.. Form of Twelve Month Warrant

Representations of Holder. (a) The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “Securities Act”); provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition Warrant Shares for any minimum or other specific term and reserves the right to dispose of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such Holder is either: (ci) is an “accredited investor” as such term is defined in Rule 501 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act (an “Accredited Investor”), or (ii) a person who does not fall within the definition of “U.S. person” as such term is defined in Rule 902 of Regulation S promulgated by the SEC under the Securities Act. (b) Upon exercise of this Warrant, except pursuant to a cashless exercise, the Holder shall confirm, which confirmation shall be deemed to be made by delivery of an Exercise Notice, (i) that the Warrant Shares so purchased are being acquired for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making such representation, the Holder does not agree to hold any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act and has (ii) the Holder is either (x) an Accredited Investor or (y) a person who does not fall within the definition of “U.S. person” as such knowledge and experience term is defined in financial and business matters that it is capable Rule 902 of evaluating Regulation S promulgated by the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate SEC under the Securities Act or any state securities lawsAct.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided acknowledges to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as that: 6.1 this Warrant, the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Common Stock issuable upon exercise of this Warrant shall and any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation or other reorganization will be "restricted securities" as such term is used in the rules and regulations under the Securities Act of 1933, as amended (the "Securities Act"), and that such securities have not violate been and may not be registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; 6.2 the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; 6.3 the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Common Stock of the Company issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; 6.4 the Company may affix the following legends (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant ("Warrant Shares"): "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS MAY BE SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH LOCKUP PERIOD, IF ANY, IS BINDING ON TRANSFEREES OF THESE SHARES."

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s 's exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Corporation that: (a) is acquiring this Warrant, the Common Stock issuable upon exercise of this Warrant and the Warrant Shares solely for its own account, for investment and not any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a view towards the distribution recapitalization, merger, consolidation or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” other reorganization will be "restricted securities" as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; (d) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant, the Common Stock of the Corporation issuable upon exercise of this Warrant or the Common Stock of the Corporation issuable upon conversion of the Common Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (e) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission (the "Commission") and an "excluded purchaser" within the meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (f) the Corporation may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant and the shares of Common Stock issued upon conversion of the Common Stock ("Warrant Shares"): "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Representations of Holder. The HolderIn connection with the issuance of this Warrant, by the acceptance hereof, Holder represents and warrants that it (to the Company that: a) Holder is acquiring this Warrant and the Warrant Shares solely for its own account, (and if applicable the Warrant Shares) for investment only and not with a view towards the distribution has no intention to transfer, sell or resale thereof otherwise dispose of such Warrant, except as permitted pursuant to, and in violation of the Securities Act or any compliance with, applicable federal and state securities laws, (. b) has received such documentsHolder, materials and information as Holder deems necessary either alone or appropriate for evaluation through the assistance of advisors not affiliated with the acquisition of the Warrant and the Warrant SharesCompany, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in business and financial and business matters that it Holder is fully capable of evaluating the merits and risks of making an investment in the Company. c) Holder is aware that the Company files reports with the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 pursuant to which it reports current information concerning the Company, its business and financial condition. Holder has examined such reports to the full extent necessary prior to determining to accept this Warrant. Holder also has been given the opportunity to ask questions of, and has received satisfactory answers to, all such questions from the Company's authorized representatives. Holder is familiar with the business and financial condition of the Company and that ownership of the Warrant is a speculative investment. d) Holder acknowledges and understands that this and the underlying Warrant Shares cannot be transferred unless they are currently or subsequently registered under the Securities Act of 1933 (the "Securities Act") and applicable state securities laws, or exemptions from such registration requirements are available. Holder further acknowledges and understands that the Company is under no obligation to register the Warrant or the Warrant Shares to make any exemption from registration available and that in the absence of registration or an available registration exemption, the Warrant and the Warrant Shares may not be transferred to any other person without the consent of the Company, which it may validly withhold if the Warrant and the Warrant Shares are not registered or exempt from registration. e) Holder understands that the certificate evidencing the Warrant and the Warrant Shares may be imprinted with legends, and/or stop-transfer instructions may be lodged with the Company's transfer agent, prohibiting the transfer of the Warrant and the Warrant Shares unless they are registered, or registration is not required in the opinion of counsel satisfactory to the Company. Holder consents to the lodging of any such stop transfer instructions and/or such legends being imprinted on the certificates evidencing the Warrant and the Warrant Shares. Holder does not have any contract, (d) understands that no U.S. federalagreement or arrangement with any person to sell, state transfer or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in grant participation of any sort with respect to any of the Warrant or the Warrant Shares. f) Holder is aware of the terms and conditions of Rule 144 adopted by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resale of securities acquired in a non-public offering, including the securities issued on exercise of the Warrant, subject to the satisfaction of certain conditions. Those conditions include, among other things: the availability of certain public information about the Company, the resale occurring not less than one year after the party has purchased and paid for the securities to be sold, the sale's being through a broker in an unsolicited "brokers' transaction," and the amount of securities being sold during any three-month period not exceeding specified limitations (generally, 1% of the total outstanding shares if the Company). Holder understands that unless the Warrant and the Warrant Shares or passed up on are registered for public resale that the accuracy or adequacy most likely method for resale of the information provided Warrant Shares will be pursuant to SEC Rule 144. Holder understands and acknowledges that the Company has not made any representations, guarantees or commitments about the availability of Rule 144 to allow sales of the Warrant or the Warrant Shares in the future. g) Holder understands that there may be tax implications of the acceptance of this Warrant and/or an exercise of the right to purchase shares of Common Stock pursuant to the exercise of this Warrant. Holder also understands that it is Holder's obligation to confer with its tax advisor with respect to such tax implications, and (eto the extent Holder felt necessary, has done so prior to accepting or exercising the Warrant. h) recognizes Holder understands that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment is inherently risky and could result in the loss of all money invested in purchasing the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and and/or the Warrant Shares. If Holder canwould not make any be required to change lifestyle in the event of a loss of all of the foregoing representations at money invested in purchasing the time Warrant or the Warrant Shares. i) Holder fully understands the implications of exercising this accepting the Warrant because it would be factually incorrect, Holder shall so notify and (if applicable) determining to exercise the CompanyWarrant, and has consulted with any and all persons it shall be a condition deemed appropriate, including its attorney and/or accountant, prior to Holder’s determining to accept or exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsWarrant.

Representations of Holder. The HolderBy acceptance of this Warrant, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Corporation that: (a) is acquiring this Warrant, the Common Stock issuable upon exercise of this Warrant and the Warrant Shares solely for its own account, for investment and not any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a view towards the distribution recapitalization, merger, consolidation or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” other reorganization will be "restricted securities" as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; (d) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Common Stock of the Corporation issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (e) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission and an "excluded purchaser" within the meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (f) the Corporation may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant ("Warrant Shares"): "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Corporation that: (a1) this Warrant, and the shares of Common Stock issuable upon exercise of this Warrant, and any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation or other reorganization will be "restricted securities" as such term is used in the rules and regulations under the Securities Act of 1933, as amended (the "Securities Act"), and, subject to Section 10, such securities have not been and will not be registered under the Securities Act or any state securities law, and such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (2) Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (3) Holder is acquiring this Warrant and the shares of Common Stock issuable upon exercise of this Warrant Shares solely for investment for its own account, for investment account and not with a view towards to or for sale in connection with any distribution of this Warrant and/or the shares of Common Stock issuable upon exercise of this Warrant, and Holder has no intention of selling such securities in a public distribution or resale thereof in violation of the Securities Act federal securities laws or any applicable state securities laws, (b) has received ; provided that nothing contained herein will prevent Holder from transferring such documents, materials and information as Holder deems necessary or appropriate for evaluation securities in compliance with the terms of the acquisition of the this Warrant and the Warrant Shares, applicable federal and state securities laws; (c4) Holder is an “"accredited investor” as such term is defined in " within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable an "excluded purchaser" within the meaning of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (dSection 25102(f) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided California Corporate Securities Law of 1968; and (5) the Corporation may affix the following legend (in addition to Holderany other legend(s), and (eif any, required by applicable state corporate and/or securities laws) recognizes that an investment in the Warrant Shares involves a high degree to certificates for shares of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares Common Stock issued upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsWarrant. "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM."

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof (other than pursuant to a Cashless Exercise) will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The holder of this Warrant further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Company, the Warrant and the Warrant Sharesoffering thereof from the Company. Each delivery of an Exercise Notice, (d) understands that no U.S. federalother than in connection with a Cashless Exercise, state or regulatory agency has recommended, approved or endorsed, or passed upon shall constitute confirmation at such time by the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy holder of the information provided to Holder, and (e) recognizes that an investment in representations concerning the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment set forth in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the holder notifies the Company in writing that it is not making such representations (a “Representation Notice”). If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectholder delivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until such holder provides the Company with such other representations.

Representations of Holder. (a) The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the "Securities Act"); provided, however, that by making the representations herein, the Holder does not 23 agree to hold this Warrant or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition Warrant Shares for any minimum or other specific term and reserves the right to dispose of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “"accredited investor” " as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). (b) Upon exercise of this Warrant, except pursuant to a cashless exercise, the Holder shall confirm, which confirmation shall be deemed to be made by delivery of an Exercise Notice, (i) that the Warrant Shares so purchased are being acquired its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making such representation, the Holder does not agree to hold any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act and has such knowledge and experience in financial and business matters that it (ii) the Holder is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsAccredited Investor.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it (a) is acquiring this Warrant and to the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Company that: a. Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated of the 1933 Act, and will acquire this Note and the Shares (collectively, the “Securities”) for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner which would require registration under the Securities 1933 Act and or any state securities laws. Holder has such knowledge and experience in financial and business matters that it such Xxxxxx is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, Securities. Holder can bear the economic risk of losing its entire the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk of investment in the Warrant Shares Securities. Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an exemption from registration is available. Xxxxxx has carefully considered and has, to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has soughtdetermined that the Securities is a suitable investment for it. Holder has not been offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or will seekother similar media or television or radio broadcast or any seminar or meeting where, to Holders' knowledge, those individuals that have attended have been invited by any such accounting, legal or similar means of general solicitation or advertising. Xxxxxx has had an opportunity to ask questions of and tax advice as it has consideredreceive satisfactory answers from the Company, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any person or persons acting on behalf of the foregoing representations at Company, concerning the time terms and conditions of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Securities and the Company, and it shall be all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation and evaluation of the Company and the Securities and not on any other information. b. The Holder is a condition corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties. c. All corporate action has been taken on the part of the Holder’s exercise , its officers, directors and stockholders necessary for the authorization, execution and delivery of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary Agreement. The Holder has taken all corporate action required to assure the Company that the issuance make all of the Warrant Shares upon exercise obligations of the Holder reflected in the provisions of this Warrant shall not violate Agreement, valid and enforceable obligations. d. Each certificate or instrument representing Securities will be endorsed with the Securities Act following legend (or any state securities lawsa substantially similar legend), unless or until registered under the 1933 Act: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Representations of Holder. (a) The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the "Securities Act"); provided, however, that by making the representations herein, the Holder does not 84 agree to hold this Warrant or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition Warrant Shares for any minimum or other specific term and reserves the right to dispose of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “"accredited investor” " as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). (b) Upon exercise of this Warrant, except pursuant to a cashless exercise, the Holder shall confirm, which confirmation shall be deemed to be made by delivery of an Exercise Notice, (i) that the Warrant Shares so purchased are being acquired its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making such representation, the Holder does not agree to hold any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act and has such knowledge and experience in financial and business matters that it (ii) the Holder is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsAccredited Investor.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Company that: (ai) is acquiring this Warrant, the Common Stock issuable upon exercise of this Warrant and the Warrant Shares solely for its own account, for investment and not any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a view towards the distribution reorganization, merger, consolidation, sale or resale thereof in violation transfer of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” Company's assets will be "restricted securities" as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder canmay not make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (ii) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (iii) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Common Stock of the Company issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (iv) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission and an "excluded purchaser" within the meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (v) the Company may affix the following legends (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

Representations of Holder. The HolderIn connection with the acquisition of the Shares hereunder, by the acceptance hereof, Holder represents and warrants to the Company that it the statements contained in this paragraph 2 are true, accurate, correct and complete in all material respects. (a) is acquiring The Shares to be acquired by Holder pursuant to this Warrant and the Warrant Shares solely Agreement will be acquired for its Holder's own account, for investment account and not with a view towards the to, or intention of, distribution or resale thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws, and none of the Shares will be disposed of in contravention of the Securities Act or any applicable state securities laws, . (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” , as such term is defined in under Rule 501 of Regulation D promulgated under the Securities Act Act, and has such knowledge Holder is sophisticated and experience in financial able to (i) fend for himself, (ii) evaluate the risks and business matters that it is capable benefits of evaluating the merits and risks of an investment in the Warrant Shares and (iii) is familiar with, and has been afforded full access to and has had an opportunity to ask questions and receive answers concerning the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy terms and conditions of the offering of Shares and such other information provided concerning the Company that Holder has requested and is required in Holder's judgment to Holder, and make an informed decision to acquire the Shares. (ec) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can Holder is able to bear the economic risk of losing its entire Holder's investment in the Warrant Shares for an indefinite period of time because the Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act and any applicable state securities acts or an exemption from such registration is available. (d) Holder will not sell, assign or otherwise transfer the Shares subscribed for herein unless such sale, assignment or other transfer is made in compliance with the terms of that Shareholders' Agreement dated July 6, 1999, among the Company, Holder and certain other individuals as such agreement may be amended from time to time (the "Shareholders' Agreement"). (e) Holder has soughtfull corporate or individual power, as applicable, and authority to execute and deliver this Agreement and to perform its, his or her obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Holder, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement and such other agreements by Holder does not and will not (A) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws or similar organizational documents of Holder, as applicable (B) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or will seekother restriction of any Governmental Agency (as defined below) to which Holder is subject or (C) conflict with, such accountingviolate or constitute a breach or default (or an event that, legal and tax advice as it has consideredwith notice or lapse of time, or will considerboth, necessary would constitute a default) under, or of any agreement, contract or instrument to which Holder is a party or result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, note, bond, mortgage, deed of trust, or other arrangement to which Holder is a party or by which he is bound or to which any of its, his or her assets is subject and Holder further represents and warrants that Holder is not now in breach of any such agreement, contract or instrument to which Holder is a party. Holder need not give any notice to, make an informed investment decision any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated hereby. (f) Holder has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that transactions contemplated hereby for which the Company receive such other assurances as could become liable or obligated. (g) There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or, to the Company considers reasonably necessary to assure the Company that the issuance knowledge of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsHolder, threatened against him.

Representations of Holder. 4.1 The Holder, by the acceptance hereof, Holder represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards to or for sale or distribution of said Warrant or any part thereof. 4.2 By reason of its, or of its management’s, business or financial experience, the distribution Holder represents and warrants that it has the capacity to protect its own interests in connection with the acquisition of this Warrant. 4.3 The Holder represents and warrants that it is an “accredited investor” within the meaning of Regulation D under the Securities Act. 4.4 The Holder recognizes that this Warrant and the Exercise Shares are not registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Holder recognizes that the Company currently has no intention to register this Warrant or the Exercise Shares. 4.5 The Holder is aware that neither this Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met, including, among other things, the existence of a public market for the Exercise Shares, the availability of certain current public information about the Company, the resale thereof following the required holding period under Rule 144 and the number of Exercise Shares being sold during any three month period not exceeding specified limitations. 4.6 The Holder further agrees not to make any disposition of all or any part of this Warrant in violation any event unless and until: (a) The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that no action will be recommended with respect to the proposed disposition; (b) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or (c) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of this Warrant under the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

Representations of Holder. The HolderHolder hereby represents, by the acceptance hereof, represents covenants and warrants that it acknowledges to LIGAND that: (a) is acquiring this Warrant and the Warrant Shares solely are "restricted securities" as such term is used in the rules and regulations under the Act and that such securities have not been and will not be registered under the Act or any state securities law (unless such Warrant Shares have been registered pursuant to the Rights Agreement), and that such securities must be held indefinitely unless a transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder is purchasing for investment for its own account, for investment account and not with a view towards to or for sale in connection with any distribution of this Warrant or the Warrant Shares and it has no intention of selling such securities in a public distribution or resale thereof in violation of the Securities Act federal securities laws or any applicable state securities laws, (b) has received ; provided that nothing contained herein will prevent Holder from transferring such documents, materials and information as Holder deems necessary or appropriate for evaluation securities in compliance with the terms of the acquisition of the this Warrant and the Warrant Shares, applicable federal and state securities laws; (cd) the Holder is an “"accredited investor” as such term is defined in " within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated under by the Securities Act and Exchange Commission (the "Commission") and an "excluded purchaser" within the meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (e) the Holder (i) has received all information the Holder has requested from LIGAND and considers necessary or appropriate for deciding whether to acquire this Warrant, (ii) has had an opportunity to ask questions and receive answers from LIGAND regarding the terms and conditions of this Warrant and to obtain any additional information necessary to verify the accuracy of the information given to the Holder, and (iii) has such knowledge and experience in financial and business matters such that it the Holder is capable of evaluating the merits and risks of an the investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsWarrant.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants that it acknowledges to the Corporation that: (a) is acquiring this Warrant, the Common Stock issuable upon exercise of this Warrant and the Warrant Shares solely for its own account, for investment and not any securities issued with respect to any of them by way of a stock dividend or stock split or in connection with a view towards the distribution recapitalization, merger, consolidation or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” other reorganization will be "restricted securities" as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; (b) the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; (c) the Holder has either a pre-existing personal or business relationship with the Corporation or one of its officers, directors or controlling persons; (d) the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant or the Common Stock of the Corporation issuable upon exercise of this Warrant and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; (e) the Holder is an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission and an "excluded purchaser" within the meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (f) the Corporation may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (or other securities) issued upon exercise of this Warrant ("Warrant Shares"): "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act."