Common use of Representations of Holder Clause in Contracts

Representations of Holder. (a) The Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely for its account for investment and not with a view 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 public offering of the 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 defined in Regulation D promulgated under the Act.

Representations of Holder. (a) The Holder hereby represents and warrants that it is acquiring acknowledges to the Corporation that: (1) this Warrant, the Warrant Shares, 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 such securities have not been registered under the Securities Act of 1933 (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) 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 is purchasing for investment for its own account for investment and not with a view to or for sale or in connection with any distribution of said this Warrant or the Warrant Shares and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any part thereof. The applicable state securities laws, provided that nothing contained herein will prevent Holder also represents that from transferring such securities in compliance with the entire legal and beneficial interests terms of the this Warrant and Warrant Shares the applicable federal and state securities laws. (4) the Holder is acquiring are being acquired for, an "accredited investor" within the meaning of paragraph (a) of Rule 501 of Regulation D promulgated by the Securities and will be held for, its account only.Exchange Commission (the "Commission") and an "excluded purchaser" within the ---------- meaning of Section 25102(f) of the California Corporate Securities Law of 1968; and (b5) 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: "The Holder understands that the Warrant and the Warrant Shares securities represented by this certificate have not been registered under the Securities Act of 1933, as amended 1933 (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effectedregistered or qualified under any state securities laws ("State Securities Laws"). The Holder realizes that the basis for the exemption They may not be present ifsold, notwithstanding its representationsoffered for sale, the Holder has a present intention of acquiring the securities for a fixed pledged or determinable period hypothecated in the future, selling (absence of a registration statement and/or qualification in connection effect with a distribution or otherwise), granting any participation in, or otherwise distributing respect to the securities. The Holder has no sale of such present intention. (c) The Holder recognizes that the Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered securities under the Act and/or State Securities Laws 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued satisfactory to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 REQUIREDCompany that such registration and/or qualification is not required". (g) The Holder is an “accredited investor” as defined in Regulation D promulgated under the Act.

Representations of Holder. By acceptance hereof, the Holder hereby represents and warrants to the Company as follows: (a) The Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely for its account for investment and not with a view 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 is being acquired for, and will be held for, for its account only. The Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. (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 public offering of the 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 Securities 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 SharesShares of the Company (except as provided for herein), 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 Securities 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 . Hxxxxx is aware that the Warrant or Warrant Shares conditions for resale set forth 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstanceshave not been satisfied. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 defined in Regulation D promulgated under the Act.

Representations of Holder. (a) The Holder represents and warrants to the Company that: (a) Hxxxxx is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Hxxxxx acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any actual business or financial results may vary significantly from those projected by the Company. Hxxxxx also acknowledges that it is acquiring relying solely on its own counsel for legal advice, and not on any statements or representations of the Warrant and Company or its agents for legal advice with respect to this investment or the Warrant Shares solely for its account transactions contemplated by the Agreements. (b) Holder is purchasing the Securities for investment for Hxxxxx's own account only and not with a view to to, or for sale or distribution resale in connection with, any "distribution" thereof within the meaning 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 “"1933 Act”") on or under any applicable provision of state law. Holder does not have any present intention to transfer the basis Securities to any person or entity. Hxxxxx is aware that no distribution his or public offering of the stock of her investment in the Company is a speculative investment that has limited liquidity and is subject to be effectedthe risk of complete loss. The Holder realizes that Hxxxxx is able, without impairing his or her financial condition, to hold the basis Securities for the exemption may not be present if, notwithstanding its representations, the Holder has an indefinite period and to suffer a present intention complete loss of acquiring the securities for a fixed his or determinable period her investment 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 intentionSecurities. (c) The Holder recognizes understands that the Warrant Securities have not been registered under the 1933 Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Hxxxxx's investment intent as expressed herein. (d) Holder understands that the Securities are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Holder must hold the Warrant Shares must be held Securities indefinitely unless they are subsequently registered under with the Act Securities and Exchange Commission (the "SEC") andqualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder recognizes acknowledges that the Company has no obligation to register or qualify the Warrant or the Warrant Shares, or to comply with any Securities for resale. Holder further acknowledges that if an exemption from such registration. (d) The Holder registration or qualification is aware that neither the Warrant nor the Warrant Shares available, it may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, conditioned on various requirements including, among other thingsbut not limited to, the existence time and manner of a public market sale, the holding period for the sharesSecurities, and requirements relating to the availability Company which are outside of certain current public information about Holder's control, and which the Company, the resale following the required holding period Company is under Rule 144 no obligation and the number of shares being sold during any three month period may not exceeding specified limitationsbe able to satisfy. (e) The Holder further agrees Hxxxxx is not subject to make any disposition of all "bad actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act, except for disqualifications covered by Rule 506(d)(2)(ii) or any part of (iii) under the Warrant or Warrant Shares 1933 Act and disclosed 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 writing in reasonable detail to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE HXXXXX HAS REVIEWED WITH ITS OWN TAX ADVISORS THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THIS PURCHASE AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. WITH RESPECT TO SUCH MATTERS, HOLDER DOES NOT BEEN REGISTERED UNDER THE SECURITIES ACT RELY ON ANY STATEMENTS OR REPRESENTATIONS OF 1933, AS AMENDED (THE “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 OR ANY OF ITS AGENTS, WRITTEN OR ORAL. HXXXXX UNDERSTANDS THAT SUCH REGISTRATION IS IT (AND NOT REQUIREDTHE COMPANY) SHALL BE RESPONSIBLE FOR ITS OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF THIS PURCHASE OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (g) The Holder is an “accredited investor” as defined in Regulation D promulgated under the Act.

Representations of Holder. (a) The Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely for its account for investment and not with a view 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 public offering of the 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, with the exception of certain registration rights set forth in Section 10 below, 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 defined in Regulation D promulgated under the Act.

Representations of Holder. The Holder makes the following representations: (a) The No portion of the Note has been assigned, pledged or transferred and the Holder represents owns the Note free and warrants that clear of any liens or encumbrances; (b) Holder is acquiring the Conversion Shares for its own account, it is acquiring such Conversion Shares not for the Warrant and the Warrant Shares solely for its account for investment benefit of any other person, and not with a view to or for sale the resale 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 public offering of the 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.Conversion Shares; (c) The Holder recognizes that Xxxxxx is not acting for the Warrant account or benefit of a U.S. person or a person within the United States, 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 offer 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 sale of the Warrant or Warrant Conversion Shares in any event unless and until to the Holder shall have notified the Company has been effected in reliance on Rule 903 of Regulation S 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the U.S. Securities Act of 1933, as amended, except and the rules and regulations promulgated thereunder (the “Securities Act”); (d) Xxxxxx has knowledge in unusual circumstances.financial and business affairs, is capable of evaluating the merits and risks of an investment in the Conversion Shares and Holder has not received an offering memorandum or similar disclosure documents; (e) Holder has been given an adequate opportunity to ask questions of, and receive answers from, the officers of the Debtor concerning the sale of the Conversion Shares and to obtain such additional information as the Holder deems necessary in order to evaluate an investment in the Debtor and the Debtor has provided all information requested by the Holder; (f) The Holder understands and agrees none of the Conversion Shares have been registered under the Securities Act or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, as that all certificates evidencing term is defined in Regulation S of the Warrant Shares Securities Act, except pursuant to be issued to an exemption from, or in a transaction not subject to, the Holder may bear registration requirements of the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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.Securities Act; and (g) The Xxxxxx has duly executed and delivered this Agreement to the Debtor and it constitutes a valid and binding agreement of the Holder is an “accredited investor” as defined enforceable against the Holder in Regulation D promulgated under the Actaccordance with its terms.

Representations of Holder. In connection with the acquisition of the Shares hereunder, Holder represents and warrants to the Company that the statements contained in this paragraph 2 are true, accurate, correct and complete in all material respects. (a) The Shares to be acquired by Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely pursuant to this Agreement will be acquired for its Holder's own account for investment and not with a view to to, or for sale or intention of, distribution thereof in violation 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 “"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) on Holder is an accredited investor, as such term is defined under Rule 501 of Regulation D promulgated under the basis that no distribution or public Securities Act, and Holder is sophisticated and (i) able to fend for himself, (ii) able to evaluate the risks and benefits of the investment in the Shares and (iii) is familiar with, and has been afforded full access to the Company and its management and has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the stock of Shares and such other information concerning 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 requested and is required in Holder's judgment to make an informed decision to acquire 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 intentionShares. (c) The Holder recognizes that is able to bear the Warrant economic risk of Holder's investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act and the Warrant Shares must cannot be held indefinitely sold unless they are subsequently registered under the Securities Act and any applicable state securities acts 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 will not sell, assign or otherwise transfer the Shares subscribed for herein unless such sale, assignment or other transfer is aware made in compliance with the terms of that neither the Warrant nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are metShareholders' Agreement dated July 6, including1999, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, Holder and certain other investors named therein, as amended by the resale following First Amendment to Shareholders' Agreement dated as of May 31, 2000 (the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations"Shareholders' Agreement"). (e) Holder has full 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, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 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 other restriction of any Governmental Agency (as defined below) to which Holder is subject or (C) conflict with, violate or constitute a breach or default (or an event that, with notice or lapse of time, or both, 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. Holder further agrees 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 any disposition filing with, or obtain any authorization, consent or approval of all or any part of Governmental Authority in order to consummate 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstancescontemplated hereby. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares has no liability or obligation to be issued pay any fees or commissions to any broker, finder or agent with respect to the Holder may bear transactions contemplated hereby for which the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 REQUIREDCompany could become liable or obligated. (g) The Holder is an “accredited investor” as defined in Regulation D promulgated under There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or, to the Actknowledge of Holder, threatened against him.

Representations of Holder. In addition, in connection with the issuance of this Warrant, Holder specifically represents to the Company by acceptance of this Warrant as follows: (a) The Holder represents is aware of the Company's business affairs and warrants that it financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant. Holder is acquiring the this Warrant and the Warrant Shares solely for its own account for investment purposes only and not with a view to to, or for sale or distribution of said Warrant or Warrant Shares or the resale in connection with, any part thereof. The Holder also represents that the entire legal and beneficial interests "distribution" thereof for purposes of the Warrant and Warrant Shares the Holder is acquiring are being acquired for, and will be held for, its account onlyAct . (b) The Holder understands that the this Warrant and the Warrant Shares have has not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of 1933Holder's investment intent as expressed herein. In this connection, as amended (Holder understands that, in the “Act”) on the basis that no distribution or public offering view of the stock of SEC, the Company is to be effected. The Holder realizes that the statutory basis for the such exemption may not be present if, notwithstanding its representations, the Holder has unavailable if Holder's representation was predicated solely upon a present intention of acquiring to hold the securities Warrant for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Warrant, or for a period of one year or any other 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 further understands that the this Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act and any applicable state securities laws, or an exemption unless exemptions from such registration is are otherwise available. The Moreover, Holder recognizes understands that the Company has is under no obligation to register the Warrant or the Warrant Shares, or to comply with any exemption from such registrationthis Warrant. (d) The Holder is aware that neither of the Warrant nor the Warrant Shares may be sold pursuant to provisions of Rule 144 adopted and 144A, promulgated under the Act unless Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions are metconditions, if applicable, including, among other things, the existence of a public market for the shares, the : The availability of certain current public information about the Company, the resale following occurring not less than two years after the required holding period party has purchased and paid for the securities to be sold; the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under Rule 144 the Securities Exchange Act of 1934, as amended) and the number amount of shares securities being sold during any three three-month period not exceeding the specified limitationslimitations stated therein. (e) The Holder further agrees not understands that at the time it wishes to sell this Warrant there may be no public market upon which to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless such a sale, and until the Holder shall have notified that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of the proposed disposition Rule 144 and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition144A, and if reasonably requested by the Companythat, the in such event, 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 may be precluded from selling this Warrant or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of and 144A even if the Securities Act of 1933, as amended, except in unusual circumstancestwo-year minimum holding period had been satisfied. (f) The Holder further understands that in the event all of the requirements of Rule 144 and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933144A are not satisfied, AS AMENDED (THE “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 defined in Regulation D promulgated registration under the Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 and 144A are not exclusive, the Staff of the SEC has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 and 144A will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

Representations of Holder. (a) The Holder represents has substantial experience in evaluating and warrants investing in private placement transactions of securities of companies similar to the Company so that it is acquiring the Warrant and the Warrant Shares solely for its account for investment and not with a view 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, capable of evaluating the merits and will be held for, risks of its account onlyinvestment in the Company and has the capacity to protect its interests. (b) The Holder is acquiring the Shares issuable upon exercise of the Warrant (the “Securities”) for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder understands that the Warrant and the Warrant Shares Securities have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. In this connection, the Holder understands that, in the view of the U.S. Securities Act of 1933, as amended and Exchange Commission (the “ActSEC”) on ), the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the statutory basis for the such exemption may not be present if, notwithstanding its representations, the Holder has unavailable if this representation was predicated solely upon a present intention of acquiring to hold the securities Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities or for a period of one year or any other 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 acknowledges that the Warrant and the Warrant Shares Securities 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 of the Warrant nor the Warrant Shares may be sold pursuant to provisions of Rule 144 adopted (“Rule 144”) promulgated under the Securities Act unless of 1933, as amended (the “Securities Act”) which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions are metconditions, including, among other things, in case the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following occurring not less than six months after a party has purchased and paid for the required holding period under security to be sold, the sale being through a “broker’s transaction” or in a transaction directly with a “market maker” (as provided by Rule 144 144(f)) and the number of shares or other securities being sold during any three three-month period not exceeding specified limitations. (d) The Holder further understands that at the time the Holder wishes to sell the Securities there may be no public market upon which such a sale may be effected, and that even if such a public market exists, the Company may not be satisfying the current public information requirements of Rule 144, and that in such event, the Holder may be precluded from selling the Securities under Rule 144 unless a) a six month minimum holding period has been satisfied and b) the Holder was not at the time of the sale nor at any time during the three-month period prior to such sale an affiliate of the Company. (e) The Holder further agrees not has had an opportunity to make any disposition of all or any part of discuss the Warrant or Warrant Shares in any event unless Company’s business, management and until financial affairs with its management and an opportunity to review the Company’s facilities. The Holder shall have notified understands that such discussions, as well as 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 written information issued by the Company, were intended to describe the Holder shall have furnished the Company with an opinion aspects of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that ’s business and prospects which it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares believes to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 REQUIREDmaterial but were not necessarily a thorough or exhaustive description. (g) The Holder is an “accredited investor” as defined in Regulation D promulgated under the Act.

Representations of Holder. In connection with the acquisition of the Shares hereunder, Holder represents and warrants to the Company that the statements contained in this paragraph 2 are true, accurate, correct and complete in all material respects. (a) The Shares to be acquired by Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely pursuant to this Agreement will be acquired for its Holder's own account for investment and not with a view to to, or for sale or intention of, distribution thereof in violation 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 “"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. 2 (b) on Holder is an accredited investor, as such term is defined under Rule 501 of Regulation D promulgated under the basis that no distribution or public Securities Act, and Holder is sophisticated and (i) able to fend for himself, (ii) able to evaluate the risks and benefits of the investment in the Shares and (iii) is familiar with, and has been afforded full access to the Company and its management and has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the stock of Shares and such other information concerning 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 requested and is required in Holder's judgment to make an informed decision to acquire 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 intentionShares. (c) The Holder recognizes that is able to bear the Warrant economic risk of Holder's investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act and the Warrant Shares must cannot be held indefinitely sold unless they are subsequently registered under the Securities Act and any applicable state securities acts 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 will not sell, assign or otherwise transfer the Shares subscribed for herein unless such sale, assignment or other transfer is aware made in compliance with the terms of that neither the Warrant nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are metShareholders' Agreement dated July 6, including1999, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, Holder and certain other investors named therein, as amended by the resale following First Amendment to Shareholders' Agreement dated as of May 31, 2000 (the required holding period under Rule 144 and "Shareholders' Agreement"). Holder hereby acknowledges that, pursuant to the number terms of shares being sold during any three month period not exceeding specified limitationsSection 8.19 of the Merger Agreement, he will, contemporaneous with the execution hereof, execute a joinder to the Shareholders' Agreement. (e) Holder has full individual power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of Holder, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution, delivery and performance of this Agreement and such other agreements by Holder does not and will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Agency (as defined in the Merger Agreement) to which Holder is subject or (ii) conflict with, violate or constitute a breach or default (or an event that, with notice or lapse of time, or both, 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. Holder further agrees 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 any disposition filing with, or obtain any authorization, consent or approval of all or any part of Governmental Authority (as defined in the Warrant or Warrant Shares Merger Agreement) in any event unless and until order to consummate 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 or Exercise Shares under the Act or any applicable state securities lawstransactions contemplated hereby. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances.3 (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares has no liability or obligation to be issued pay any fees or commissions to any broker, finder or agent with respect to the Holder may bear transactions contemplated hereby for which the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 REQUIREDCompany could become liable or obligated. (g) The Holder is an “accredited investor” as defined in Regulation D promulgated under There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or, to the Actknowledge of Holder, threatened against him.

Representations of Holder. (a) The Holder hereby represents and warrants that it is acquiring acknowledges to the Corporation that: 9.1. this Warrant, the Warrant Shares, 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 30 31 regulations under the Securities Act and that such securities have not been registered under the Securities Act of 1933 (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; 9.2. 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; 9.3. the Holder is purchasing for investment for its own account for investment and not with a view to or for sale or in connection with any distribution of said this Warrant or the Warrant Shares and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any part thereof. The applicable state securities laws; provided that nothing contained herein will prevent Holder also represents that from transferring such securities in compliance with the entire legal and beneficial interests terms of the this Warrant and Warrant Shares the applicable federal and state securities laws. 9.4. the Holder is acquiring are being acquired foran "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 9.5. the Corporation may affix the following legend (in addition to any other legend(s), and will be held forif any, its account only. required by applicable state corporate and/or securities laws) to certificates for shares of Common Stock (bor other securities) issued upon exercise of this Warrant: "The Holder understands that the Warrant and the Warrant Shares securities represented by this certificate have not been registered under the Securities Act of 1933, as amended 1933 (the “"Act”") on the basis that no distribution or public offering of the stock of the Company is to be effectedregistered or qualified under any state securities laws ("State Securities Laws"). The Holder realizes that the basis for the exemption They may not be present ifsold, notwithstanding its representationsoffered for sale, the Holder has a present intention of acquiring the securities for a fixed pledged or determinable period hypothecated in the future, selling (absence of a registration statement and/or qualification in connection effect with a distribution or otherwise), granting any participation in, or otherwise distributing respect to the securities. The Holder has no sale of such present intention. (c) The Holder recognizes that the Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered securities under the Act and/or State Securities Laws 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. (f) The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued satisfactory to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 REQUIREDCompany that such registration and/or qualification is not required". (g) The Holder is an “accredited investor” as defined in Regulation D promulgated under the Act.

Representations of Holder. (a) The Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely for its account for investment and not with a view 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 public offering of the 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 or Exercise Shares under the Act or any applicable state securities laws. The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the Securities Act of 1933, as amended, except in unusual circumstances. . The purpose of this paragraph (fe) is the ensure the Company does not unintentionally violate any federal or state securities laws; the Company agrees that it will not object to or prevent any disposition of the Warrant or the Warrant Shares that does not cause such a violation. The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 defined in Regulation D promulgated under the Act.