Common use of Representations of the Holder Clause in Contracts

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant and each exercise of this Warrant, the Holder specifically represents, as of the date hereofOriginal Issue Date and each Exercise Date, to the Company by acceptance of this Warrant as follows: (i) The Holder (A) is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act and (B) is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the all Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 Regulation S and Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Subject to Section 10(b)(iv), the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company. (iv) The Holder acknowledges and agrees that neither the Company, nor any officer, director, employee or representative of the Company, nor any other Person has made or is making any representations or warranties of any kind or nature whatsoever, express or implied, beyond those expressly given by the Company in this Warrant and in the Convertible Note.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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.; (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.; and (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “"accredited investor” " as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 8.1 The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a current 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. (ii) 8.2 The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 8.3 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereofOriginal Issue Date, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereofhereof and the date of the exercise of the Warrant, to the Company by acceptance of this Warrant as follows: (i) i. 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 to be issued upon exercise hereof for investment 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. (ii) . The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) . 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder hereby represents and warrants to the Company that it has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the Warrant Shares, it is an “accredited investor” as defined capable of evaluating the risk of its investment in Rule 501(a) this Warrant and the Warrant Shares and is able to bear the economic risk of Regulation D promulgated under such investment, including the Securities Act. The Holder risk of losing the entire investment, that it is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account account, and that this Warrant and the Warrant Shares are being acquired by it for investment and not with a present view towards, or for resale to any distribution thereof in connection with, violation of applicable securities law. If the public sale or distribution Holder should in the future decide to dispose of any of this Warrant or and the Warrant Shares, except pursuant to sales registered or exempted it is understood that it may do so only in compliance with the Act and appliance state securities laws. The Holder represents and warrants that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (ii) The Holder understands and acknowledges that (i) this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” have not been registered under the federal securities laws inasmuch as they are being acquired from the Company Act by reason of their issuance in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without exempt from the registration under requirements of the Securities Act only in certain limited circumstances. 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. (iiiii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the this Warrant and the Warrant Shares. The Holder has had an opportunity Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registrations (and evidence satisfactory to ask questions and receive answers from the Company regarding the terms and conditions is provided by such Holder of the offering availability of such exemptions, including the delivery to the Company of opinions of counsel to such Holder, which opinions and counsel is satisfactory to the Company), and (iii) this Warrant and the business, properties, prospects and financial condition of the CompanyWarrant Shares may bear a legend to such effect.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The original Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The original Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Company by acceptance of this Warrant as follows: (ia) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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 SharesShares to be issued upon exercise hereof, except pursuant to sales registered or exempted under from the registration provisions of the Securities Act. (iib) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iiic) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the this Warrant and the Warrant SharesShares to be issued upon exercise hereof. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the this Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, represents to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) b. The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 3.2.1 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 to be issued upon exercise hereof for investment 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. (ii) 3.2.2 The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 3.2.3 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The original Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Insider and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the shares of Class A Common Stock from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents other than as set forth in this Agreement. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the shares of Class A Common Stock. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of the shares of Class A Common Stock contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof shares of Class A Common Stock solely for investment purposes, for its such Holder’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towards, or for resale to the distribution thereof in connection with, the public sale or distribution violation of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities ActAct and the Holder has no present arrangement to sell the shares of Class A Common Stock to be received hereunder to or through any person or entity except as may be permitted hereunder. (iif) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the shares of Class A Common Stock. The Holder is aware that an investment in the shares of Class A Common Stock is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the shares of Class A Common Stock, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the shares of Class A Common Stock nor is the Holder entitled to or will accept any such fee or commission. (h) The Holder understands and acknowledges that this Warrant and the Warrant Shares to shares of Class A Common Stock will be issued upon exercise hereof are “restricted securities” under to the federal securities laws inasmuch as they are being acquired Holder in reliance on exemptions 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 requirements under the Securities Act, as presently and analogous provisions in effectthe laws and regulations of various states, and understands that the resale limitations imposed thereby Company is relying upon the truth and by accuracy of the Securities Actrepresentations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement in order to determine the applicability of such provisions. (iiii) The Holder acknowledges and agrees that it can bear the economic and financial risk shares of its investment for an indefinite periodClass A Common Stock to be issued to the Holder pursuant to the Share Issuance are not entitled to, and has such knowledge and experience have no right, interest or claim of any kind in financial or business matters that it is capable to, any monies held in the trust account into which the proceeds of evaluating Company’s initial public offering were deposited (the merits and risks “Trust Account”) or distributed as a result of any liquidation of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the CompanyTrust Account.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (ia) The Holder represents and warrants to Holdings that it has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the Warrant Shares. It is an “accredited investor” as defined capable of evaluating the risk of its investment in Rule 501(a) this Warrant and the Warrant Shares and is able to bear the economic risk of Regulation D promulgated under such investment, including the Securities Act. The Holder risk of losing the entire investment, that it is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account account, and that this Warrant and the Warrant Shares are being acquired by it for investment and not with a present view towards, or for resale to any distribution thereof in connection with, violation of applicable securities law. If the public sale or distribution Holder should in the future decide to dispose of any of this Warrant or and the Warrant Shares, except pursuant to sales registered or exempted it is understood that it may do so only in compliance with the Securities Act and applicable state securities laws. The Holder represents and warrants that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. (iib) The Holder understands and acknowledges understand that (i) this Warrant and the Warrant Shares 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 have not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration been registered under the Securities Act only by reason of their issuance in certain limited circumstances. In addition, a transaction exempt from the Holder represents that it is familiar with Rule 144 under registration requirements of the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Act (iiiii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the this Warrant and the Warrant Shares. The Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from such registration (and evidence satisfactory to Holdings is provided by such Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering availability of such exemptions, including the delivery to Holdings of opinions of counsel to such Holder, which opinions and counsel satisfactory to Holdings), and (iii) this Warrant and the business, properties, prospects and financial condition of the CompanyWarrant Shares may bear a legend to such effect.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the this Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the this Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Insider and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Hxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towards, or for resale to the distribution thereof in connection with, the public sale or distribution violation of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities ActAct and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (iif) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the Class A Ordinary Shares nor is the Holder entitled to or will accept any such fee or commission. (h) The Holder understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to will be issued upon exercise hereof are “restricted securities” under to the federal securities laws inasmuch as they are being acquired Holder in reliance on exemptions 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 requirements under the Securities Act, as presently and analogous provisions in effectthe laws and regulations of various states, and understands that the resale limitations imposed thereby Company is relying upon the truth and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks accuracy of the investment in the Warrant representations, warranties, agreements, acknowledgments and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions understandings of the offering Holder set forth in this Agreement in order to determine the applicability of the Warrant and the business, properties, prospects and financial condition of the Companysuch provisions.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects prospects, and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to QT Imaging and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the QTI Shares from QT Imaging pursuant to this Agreement, has not relied upon any oral or written representations or assurances from QT Imaging or the Company or any of QT Imaging’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the QTI Shares or the Merger Consideration GigCapital5 Shares into which such QTI Shares convert. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of QTI Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant QTI Shares to be issued upon exercise hereof solely for investment purposes, for its such Holder’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towards, or for resale to the distribution thereof in connection with, the public sale or distribution violation of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities ActAct and the Holder has no present arrangement to sell the QTI Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (iif) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the QTI Shares. The Holder is aware that an investment in the QTI Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the QTI Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the QTI Shares nor is the Holder entitled to or will accept any such fee or commission. (h) The Holder understands and acknowledges that this Warrant and the Warrant QTI Shares to will be issued upon exercise hereof are “restricted securities” under to the federal securities laws inasmuch as they are being acquired Holder in reliance on exemptions 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 requirements under the Securities Act, as presently and analogous provisions in effectthe laws and regulations of various states, and understands that the resale limitations imposed thereby Company is relying upon the truth and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks accuracy of the investment in the Warrant representations, warranties, agreements, acknowledgments and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions understandings of the offering Holder set forth in this Agreement in order to determine the applicability of the Warrant and the business, properties, prospects and financial condition of the Companysuch provisions.

Representations of the Holder. In connection with the issuance of this Warrantwarrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant warrant as follows: (i) 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 warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) : The Holder is an “"accredited investor” " as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) . The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) . 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Company by acceptance of this Warrant as follows: (ia) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Holder is acquiring this each Warrant and the Warrant Shares to be issued upon exercise hereof thereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this any Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (iib) The Holder understands and acknowledges that this each Warrant and the Warrant Shares to be issued upon exercise hereof thereof 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iiic) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the each Warrant and the Warrant SharesShares to be issued upon exercise thereof. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Sponsor and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Sponsor or any of the Sponsor’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Shares to be issued upon exercise hereof solely for investment purposes, for its such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towards, or for resale to the distribution thereof in connection with, the public sale or distribution violation of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities ActAct and the Holder has no present arrangement to sell the Class A Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (iif) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Shares. The Holder is aware that an investment in the Class A Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the Class A Shares nor is the Holder entitled to or will accept any such fee or commission. (h) The Holder understands and acknowledges that this Warrant and the Warrant Class A Shares to will be issued upon exercise hereof are “restricted securities” under to the federal securities laws inasmuch as they are being acquired Holder in reliance on exemptions 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 requirements under the Securities Act, as presently and analogous provisions in effectthe laws and regulations of various states, and understands that the resale limitations imposed thereby Company is relying upon the truth and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks accuracy of the investment in the Warrant representations, warranties, agreements, acknowledgments and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions understandings of the offering Holder set forth in this Agreement in order to determine the applicability of the Warrant and the business, properties, prospects and financial condition of the Companysuch provisions.

Representations of the Holder. In connection with the issuance of this Warrant and each exercise of this Warrant, the Holder specifically represents, as of the date hereofOriginal Issue Date and each Exercise Date, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the all Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 those laws and applicable regulations, such the 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby by Rule 144 under the Securities Act and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Subject to Section 10(b)(iv), the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company. (iv) The Holder acknowledges and agrees that neither the Company, nor any officer, director, employee or representative of the Company, nor any other Person has made or is making any representations or warranties of any kind or nature whatsoever, express or implied, beyond those expressly given by the Company in this Warrant.

Representations of the Holder. In connection with the issuance of this Warrant and each exercise of this Warrant, the Holder specifically represents, as of the date hereofOriginal Issue Date and each Exercise Date, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the all Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Subject to Section 10(b)(iv), the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company. (iv) The Holder acknowledges and agrees that neither the Company, nor any officer, director, employee or representative of the Company, nor any other Person has made or is making any representations or warranties of any kind or nature whatsoever, express or implied, beyond those expressly given by the Company in this Warrant and in the Subscription Agreement.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 68.2.1. The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) 68.2.2. The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 68.2.3. 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Company or any of the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Hxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towardsto the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (f) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for resale in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with, with the public sale acquisition of the Class A Ordinary Shares nor is the Holder entitled to or distribution of this Warrant will accept any such fee or commission. (h) The Holder understands that the Warrant Shares, except pursuant Class A Ordinary Shares will be issued to sales registered or exempted the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement in order to determine the applicability of such provisions. (iii) The Holder acknowledges and understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and that, under such laws and applicable regulations, such securities may be resold without registration have not been registered under the Securities Act only and, if in certain limited circumstances. In addition, the future the Holder represents that it is familiar with Rule 144 decides to offer, resell, pledge or otherwise transfer the Class A Ordinary Shares, such shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. The Holder agrees that, if any transfer of the Class A Ordinary Shares or any interest therein is proposed to be made (other than pursuant to a registration statement or under Rule 144), as a condition precedent to any such transfer, the Holder may be required to deliver to the Company an opinion of counsel satisfactory to the Company that registration is not required with respect to the Class A Ordinary Shares to be transferred. Absent registration or another available exemption from registration, the Holder agrees it will not transfer the Class A Ordinary Shares. (iiij) The Holder acknowledges and agrees that it can bear upon reasonable request from the economic Company, the Holder will provide evidence acceptable to the Company, including, but not limited to, screenshots of fund positions and financial risk brokerage statements (redacted so as no additional information other than the position of its investment for an indefinite periodthe Holder in the Company is available) and signed letters from prime broker(s), provided Hxxxxx is reasonably able to obtain such letters from the prime broker(s), and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from other documentation agreed between the Company regarding and Holder, indicating that, that the terms and conditions of Holder held the offering of Non-Redeemed Shares through the Warrant and redemption deadline for the business, properties, prospects and financial condition of the CompanyMeeting.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Insider and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towards, or for resale to the distribution thereof in connection with, the public sale or distribution violation of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities ActAct and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (iif) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the Class A Ordinary Shares nor is the Holder entitled to or will accept any such fee or commission. (h) The Holder understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to will be issued upon exercise hereof are “restricted securities” under to the federal securities laws inasmuch as they are being acquired Holder in reliance on exemptions 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 requirements under the Securities Act, as presently and analogous provisions in effectthe laws and regulations of various states, and understands that the resale limitations imposed thereby Company is relying upon the truth and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks accuracy of the investment in the Warrant representations, warranties, agreements, acknowledgments and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions understandings of the offering Holder set forth in this Agreement in order to determine the applicability of the Warrant and the business, properties, prospects and financial condition of the Companysuch provisions.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (ia) The Holder is an “"accredited investor” " as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities ActAct of 1933. The Holder is acquiring this Warrant and as consideration for the Warrant Shares to be issued upon exercise hereof for investment for its own account Loan Agreement and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant SharesCommon Stock, except pursuant to sales registered or exempted under the Securities ActAct of 1933. (iib) The Holder understands and acknowledges that this Warrant and the Warrant Shares Common Stock 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 of 1933 only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities ActAct of 1933, as presently in effect, and understands the resale limitations imposed thereby and by the Securities ActAct of 1933. (iiic) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant SharesCommon Stock. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant(a) The Holder represents and warrants to, and covenants with, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: that: (i) The the Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in securities presenting an investment decision similar to that involved in the issuance of the Warrant, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision regarding the issuance of the Warrant; (ii) the Holder understands that the Warrant and the underlying Shares are “restricted securities” and have not been registered under the Securities Act and is acquiring the number of Warrant Shares and Warrant in the ordinary course of its business and for its own account for investment only, has no present intention of distributing the Warrant or Warrant Shares and has no arrangement or understanding with any other persons regarding the distribution of the Warrant or Warrant Shares (this representation and warranty not limiting the Holder’s right to sell the Warrant Shares pursuant to a Registration Statement filed under the Registration Rights Agreement or otherwise, or other than with respect to any claim arising out of a breach of this representation and warranty, the Holder’s right to indemnification under Section 3 of the Registration Rights Agreement); (iii) the Holder will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Warrant or Warrant Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Holder has answered the Holder Questionnaire provided to it for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the date of the Warrant; (v) the Holder will notify the Company promptly of any change in any of such information until such time as the Holder has sold all of its Warrant Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Holder has relied upon the representations and warranties of the Company contained herein and the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (and any amendments thereto filed at least two (2) Business Days prior to the Closing Date), the Company’s Quarterly Reports on Form 10-Q for the quarters ended September 30, 2006, June 30, 2006 and March 31, 2006 (and any amendments thereto filed at least two (2) Business Days prior to the date hereof), the Company’s Proxy Statement for its 2006 Annual Meeting of Shareholders, and any of the Company’s Current Reports on Form 8-K filed since November 14, 2006 (and any amendments thereto filed at least two (2) Business Days prior to the Closing Date) (all collectively, the “SEC Reports”). The Holder is acquiring this understands that the issuance of the Warrant and the Warrant Shares to the Holder has not been and will not be issued upon exercise hereof for registered under the Securities Act, or registered or qualified under any state securities law, in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the representations made by the Holder in this Agreement. No person (including without limitation the Placement Agent) has been authorized by the Company to provide any representation that is inconsistent with or in addition to those contained herein or in the SEC Reports, and the Holder acknowledges that it has not received or relied on any such representations. (b) The Holder agrees that it will not make any sale, transfer or other disposition of the Warrant Shares (a “Disposition”) other than Dispositions that are made pursuant to the Registration Statement in compliance with any applicable prospectus delivery requirements or that are exempt from registration under the Securities Act. Holder has not taken and will not take any action designed to or that might reasonably be expected to cause or result in manipulation of the price of the Common Stock to facilitate the subscription to, or the sale or resale of the Warrant Shares. (c) The Holder represents and warrants to the Company that (i) the Holder has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Holder enforceable against the Holder in accordance with its terms, except to the extent (i) rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, (ii) such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and (iii) such enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) During the thirty (30) days prior to the date hereof, no Holder nor any Affiliate of any Holder, foreign or domestic, has, directly or indirectly, effected or agreed to effect any “short sale” (as defined in Rule 200 under Regulation SHO), whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Company’s common stock, borrowed or pre-borrowed any shares of the Company’s Common Stock, or granted any other right (including, without limitation, any put or call option) with respect to the Company’s Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Company’s Common Stock or otherwise sought to hedge its position in the Shares and Warrants (each, a “Prohibited Transaction”). (e) The Holder understands that nothing in the SEC Reports, this Agreement, or any other materials presented to the Holder in connection with the purchase and sale of the Securities constitutes legal, tax or investment for advice. The Holder has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Securities. (f) The parties acknowledge and agree that as of the date hereof, the Company has not disclosed any material non-public information to the Holder. (g) The Holder further acknowledges that in making its decision to enter into this Agreement and purchase the Securities, it has relied on its own account examination of the Company and the terms of, and consequences of holding, the Securities. Holder has not received any general solicitation or advertising regarding the Warrant issuance and Holder has not been furnished with a view towards, any oral or for resale written representation or information in connection withwith the Warrant issuance. (h) Holder has thoroughly reviewed and the SEC Reports and the Memorandum (the “Disclosure Documents”) prior to making this investment. Holder has been granted a reasonable time prior to the date hereof during which we have had the opportunity to obtain such additional information as Holder deems necessary to permit Holder to make an informed decision with respect to the purchase of the Common Stock. After examination of the SEC Reports and other information available, Holder is fully aware of the public sale business prospects, financial condition, risks associated with investment and the operating history relating to the Company, and therefore in subscribing for the purchase of the Securities, Holder is not relying upon any information other than information contained in the Disclosure Documents. The Holder acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement, that it has independently determined to enter into the transactions contemplated hereby, that it is not relying on any advice from or distribution evaluation by any other holder or investor, and that it is not acting in concert with any other holder or investor regarding the issuance of this the Warrant. (i) The certificate or certificates for the Warrant and the Warrant Shares (and any securities issued in respect of or exchange for the Warrant or the Warrant Shares, except pursuant ) shall be subject to sales registered a legend or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 legends restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”), AND APPROPRIATE EXEMPTIONS FROM REGISTRATION UNDER THE SECURITIES LAWS OF OTHER APPLICABLE JURISDICTIONS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE ISSUER SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF THE PROPOSED SALE OR TRANSFER WITH THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR EXEMPTION THEREFROM. The Holder expressly agrees that any sale by the Holder of the Warrant Shares pursuant to the Registration Statement shall be sold in a manner described under the caption “Plan of Distribution” in such Registration Statement and the Holder will deliver a copy of the Prospectus contained in the Registration Statement to the purchaser or purchasers, directly or through the Holder’s broker, in connection with such sale, in each case in compliance with the requirements of the Securities Act and Exchange Act applicable to such sale. The Holder further agrees that the Warrant Shares shall only in certain limited circumstancesbe sold while the Registration Statement is effective, unless another exemption from registration is available. In additionOn the basis of compliance by the Holder with the foregoing covenants, upon (a) effectiveness of the Registration Statement, (b) following any sale of such Warrant Shares pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company, (c) if such Warrant Shares become eligible for sale under Rule 144(k) (to the extent that the Holder provides a certification or legal opinion to the Company to that effect), or (d) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC), the Holder represents that it is familiar Company shall as soon as practicable (but not later than five business days after surrender of the legended certificates to the Company) cause certificates evidencing the Warrant Shares previously issued to be replaced with Rule 144 under certificates which do not bear the Securities Act, as presently restrictive legends specified above in effectthis Section 7(i), and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can all Shares subsequently issued shall not bear the economic and financial risk restrictive legend specified above in this Section 7(i); provided that the Holder shall notify the Company promptly upon completion of the sale of all of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from acknowledges that the Company regarding the terms and conditions removal of the offering of restrictive legends from certificates representing Shares as provided in this Section 7(i) is predicated upon the Company’s reliance on the Holder’s compliance with its covenants in this Warrant and the business, properties, prospects and financial condition of the CompanyRegistration Rights Agreement.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (ia) 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 to be issued upon exercise hereof for investment 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. (iib) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iiic) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects prospects, and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 12.2.1. The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) 12.2.2. The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 12.2.3. 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In addition to the representations and warranties set forth in the Purchase Agreement, in connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities ActAct and will be at the time of exercise of this Warrant. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant and each exercise of this Warrant, the Holder specifically represents, as of the date hereofOriginal Issue Date and each Exercise Date, to the Company by acceptance of this Warrant as follows: (i) The Holder (A) is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act and (B) is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the all Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 Regulation S and Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Subject to Section 10(b)(iv), the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company. (iv) The Holder acknowledges and agrees that neither the Company, nor any officer, director, employee or representative of the Company, nor any other Person has made or is making any representations or warranties of any kind or nature whatsoever, express or implied, beyond those expressly given by the Company in this Warrant and in the Subscription Agreement.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 11.1 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 Stock to be issued upon exercise hereof for investment 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 SharesStock, except pursuant to sales registered or exempted under the Securities Act. (ii) 11.2 The Holder understands and acknowledges that this Warrant and the Warrant Shares Stock 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 11.3 The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, period and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant SharesStock. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant and each exercise of this Warrant, the Holder specifically represents, as of the date hereofOriginal Issue Date and each Exercise Date, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “"accredited investor” " as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the all Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Subject to Section 9(b)(iv), the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company. (iv) The Holder acknowledges and agrees that neither the Company, nor any officer, director, employee nor representative of the Company, nor any other Person has made or is making any representations or warranties of any kind or nature whatsoever, express or implied, beyond those expressly given by the Company in this Warrant.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects prospects, and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) i. The Holder is an “"accredited investor” " as defined in by Rule 501(a) of Regulation D promulgated 501 under the Securities Act. The Holder , and has such knowledge and experience in financial and business matters that he/she/it is acquiring capable of evaluating the merits and risks of an investment in this Warrant and the Warrant Shares to be issued upon exercise hereof for and of making an informed investment for its decision, and has the capacity to protect the Holder's 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 Actinterests. (ii) . The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 laws, have not involving a public offering been, and thatwill not be, under such laws and applicable regulations, such securities may be resold without registration registered under the Securities Act only in certain limited circumstances. In additionor the securities laws of any state by reason of a specific exemption from the registration provisions of the Securities Act and the applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder's representations as expressed herein. iii. Holder represents acknowledges and understands that it this Warrant and the Warrant Shares to be issued upon exercise hereof are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of this Warrant or the Warrant Shares to be issued upon exercise hereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of this Warrant or the Warrant Shares to be issued upon exercise hereof made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and applicable state securities laws; and that this Warrant and the Warrant Shares to be issued upon exercise hereof are not a liquid investment. The Company has no obligation or intention to register this Warrant or the Warrant Shares to be issued upon exercise hereof for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of this Warrant and the Warrant Shares to be issued upon exercise hereof. iv. The Holder acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is familiar with available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit investors who have satisfied a certain holding period such securities purchased in a private placement. The Holder acknowledges that the Holder is not relying on the Company in any way to satisfy the conditions precedent for resale of securities pursuant to Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) v. 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an the opportunity to ask questions of, and receive answers from the Company regarding or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by the Holder. In connection therewith, the Holder acknowledges that the Holder has had the opportunity to discuss the Company's business, management and financial affairs with the Company's management or any person acting on its behalf. The Holder has received and reviewed all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, the Holder has been furnished with or has had the opportunity to acquire, and to review, (i) copies of the Company's most recent Annual Report on Form 10-K filed with the SEC and any Form 10-Q and Form 8-K filed thereafter (the "SEC Filings"), and other publicly available documents, and (ii) all information, both written and oral, that it desires with respect to the Company's business, management, financial affairs and prospects. In determining whether to make this investment, the Holder has relied solely on the Subscription Agreement, the SEC Filings, the Convertible Note and the Holder's own knowledge and understanding of the Company and its business based upon the Holder's own due diligence investigations and the information furnished pursuant to this paragraph. Except as set forth herein, the Subscription Agreement and the Convertible Note, the Holder understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and the Holder has not relied on any other representations or information. vi. The Holder has all requisite legal and other power and authority to execute and deliver this Warrant and to carry out and perform the Holder's obligations under the terms of this Warrant. This Warrant constitutes a valid and conditions legally binding obligation of the offering Holder, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. vii. The Holder has not, and will not, incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Warrant. viii. To the extent the Holder deems necessary, the Holder has reviewed with the Holder's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Warrant. The Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, other than the statements or representations set forth in the Subscription Agreement, the SEC Filings, herein and in the Convertible Note. The Holder understands that the Holder (and not the Company) shall be responsible for the Holder's own tax liability that may arise as a result of this investment or the transactions contemplated by this Warrant. ix. There are no actions, suits, proceedings or investigations pending against the Holder or the Holder's properties before any court or governmental agency (nor, to the Holder's knowledge, is there any threat thereof) which would impair in any way the Holder's ability to enter into and fully perform the Holder's commitments and obligations under this Warrant or the transactions contemplated hereby. x. The execution, delivery and performance of and compliance with this Warrant, and the issuance of the Securities will not result in any material violation of, or conflict with, or constitute a material default under, any of Holder's articles of incorporation, bylaws or other; governing documents, if applicable, or any of the Holder's material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of the Holder or the Securities. xi. Holder acknowledges that this Warrant and the business, properties, prospects Warrant Shares to be issued upon exercise hereof are speculative and financial condition involve a high degree of risk and that the Holder can bear the economic risk of the purchase of this Warrant and the Warrant Shares to be issued upon exercise hereof, including a total loss of his/her/its investment. Holder acknowledges that he/she/it has carefully reviewed and considered the risk factors contained in the Subscription Agreement, as well as the factors described under "Risk Factors" in the Company's SEC Filings. xii. The Holder recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of this Warrant and the Warrant Shares to be issued upon exercise hereof. xiii. Holder understands that any and all certificates representing this Warrant and the Warrant Shares to be issued upon exercise hereof and any and all securities issued in replacement thereof or in exchange therefor shall bear the legend, or one substantially similar thereto, described in Section 8(a), which Holder has read and understands. xiv. In addition, the certificates representing this Warrant and the Warrant Shares to be issued upon exercise hereof, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which the Holder resides. xv. Holder further represents that the address set forth below is his/her principal residence (or, if the Holder is a corporation, partnership or other entity, the address of its principal place of business). xvi. The Holder represents that Holder has not received any general solicitation or general advertising regarding the purchase of this Warrant and the Warrant Shares to be issued upon exercise hereof. xvii. The Holder further represents that the social security number or taxpayer identification set forth below is correct, and the Holder is not subject to backup withholding because (i) the Holder has not been notified that he/she/it is subject to backup withholding as a result of a failure to report all interest and dividends, or (ii) the Internal Revenue Service has notified the Holder that he/she/it is no longer subject to backup withholding.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.. {N4292659.2} (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to QT Imaging and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the QTI Shares and the Services Consideration Shares from QT Imaging pursuant to this Agreement, has not relied upon any oral or written representations or assurances from QT Imaging or the Company or any of QT Imaging’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the QTI Shares or the Services Consideration Shares, or the Merger Consideration GigCapital5 Shares or the Services Consideration GigCapital5 Shares into which such QTI Shares and Services Consideration Shares convert. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of QTI Shares and Services Consideration Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant the QTI Shares and the Warrant Services Consideration Shares to be issued upon exercise hereof solely for investment purposes, for its such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towards, or for resale to the distribution thereof in connection with, violation of the public sale or distribution of this Warrant Securities Act and the Holder has no present arrangement to sell the QTI Shares or the Warrant Shares, Services Consideration Shares to be received hereunder to or through any person or entity except pursuant to sales registered or exempted under the Securities Actas may be permitted hereunder. (iif) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the QTI Shares and the Services Consideration Shares. The Holder is aware that an investment in the QTI Shares and the Services Consideration Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the QTI Shares and the Services Consideration Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the QTI Shares or the Services Consideration Shares nor is the Holder entitled to or will accept any such fee or commission. (h) The Holder understands and acknowledges that this Warrant the QTI Shares and the Warrant Services Consideration Shares to will be issued upon exercise hereof are “restricted securities” under to the federal securities laws inasmuch as they are being acquired Holder in reliance on exemptions 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 requirements under the Securities Act, as presently and analogous provisions in effectthe laws and regulations of various states, and understands that the resale limitations imposed thereby Company is relying upon the truth and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks accuracy of the investment in the Warrant representations, warranties, agreements, acknowledgments and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions understandings of the offering Holder set forth in this Agreement in order to determine the applicability of the Warrant and the business, properties, prospects and financial condition of the Companysuch provisions.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (ia) 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 to be issued upon exercise hereof for investment 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. (iib) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iiic) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects prospects, and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) i. 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 to be issued upon exercise hereof for investment 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. (ii) . The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) . 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. The Holder acknowledges that the Holder has received, read and understood the Plan and the Warrant Agreement and agrees to abide by and be bound by their terms and conditions. In connection with the issuance of this Warrantaddition, the undersigned Holder specifically represents, as of the date hereof, represents and warrants to the Company by acceptance of this Warrant as followsthe following: (ia) The Holder has received a copy of the Plan, the Warrant Agreement and this Exercise Notice, has read and understands the terms of the Plan, the Warrant Agreement, and this Exercise Notice, and agrees to be bound by their terms and conditions. (b) Holder is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under informed and knowledgeable decision to acquire the Securities ActWarrant Stock. The Holder is acquiring this these Warrant and the Warrant Shares to be issued upon exercise hereof Stock for investment for its Holder’s own account only and not with a view towardsto, or for resale in connection with, any “distribution” thereof within the public sale or distribution meaning of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act of 1933, as amended (the “Securities Act”). (iic) The Holder acknowledges and understands and acknowledges that this Warrant and shares of the Warrant Shares to be issued upon exercise hereof are Stock constitute “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction Securities Act and have not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration been registered under the Securities Act only in certain limited circumstances. In additionreliance upon a specific exemption therefrom, which exemption depends upon among other things, the bona fide nature of Holder’s investment intent as expressed herein. Holder represents further understands that the Warrant Stock must be held indefinitely unless it is subsequently registered under the Securities Act or an exemption from such registration is available. Holder further acknowledges and understands that the Company is under no obligation to register the Warrant Stock. Holder understands that the certificate evidencing the Warrant Stock will be imprinted with a legend which prohibits the transfer of the Warrant Stock unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company. (d) Holder is familiar with the provisions of Rule 144 promulgated under the Securities Act, as presently which, in effectsubstance, and understands permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions, including: (i) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a “market maker”, (ii) the availability of certain public information about the Company, (iii) the amount of Warrant Stock being sold during any three month period not exceeding the limitations imposed thereby specified in Rule 144(e); (iv) the timely filing of a Form 144; and by (v) satisfaction of a one-year holding period. (e) Holder further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required. (iiif) 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 or business matters that it is capable of evaluating the merits and risks a resident of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions state of the offering of the Warrant and the business, properties, prospects and financial condition of the Company___.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i1) 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 shares of Common Stock to be issued upon exercise hereof for investment 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. (ii2) The Holder understands and acknowledges that this Warrant and the Warrant Shares shares of Common Stock 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 under the Securities Act, as presently in effecteffect (“Rule 144”), and understands the resale limitations imposed thereby and by the Securities Act. (iii3) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 144A under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, period and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (ia) 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 to be issued upon exercise hereof for investment 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. (iib) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iiic) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this WarrantWarrant Certificate, the Holder specifically represents, as of the date hereofIssue Date, to the Company by acceptance of this Warrant Certificate as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant Certificate and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant Certificate or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) The Holder understands and acknowledges that this Warrant Certificate and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering Public Offering and that, under such laws 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 under the Securities Act144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, period and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the this Warrant Certificate and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the this Warrant Certificate and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 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 to be issued upon exercise hereof thereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof thereof 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 on in certain limited circumstances. 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. (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the this Warrant and the Warrant Shares. The Holder has had an the opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the this Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance By accepting delivery of this Warrant, the Holder specifically represents, as of the date hereof, hereby reconfirms its prior representations to the Company by acceptance of that this Warrant as follows: (i) 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 to be issued upon exercise hereof being acquired for investment for its own account and not with a view towardsto, or for resale in connection with, the any distribution or public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. (ii) offering thereof. The Holder further understands and acknowledges that this Warrant and the Warrant Shares 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 has not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration been registered under the Securities Act only of 1933, as amended, or any state securities law by reason of it being issued in certain limited circumstancesa transaction exempt from the registration requirements. In addition, the The Holder represents further reconfirms its prior representations that it is familiar with Rule 144 qualified as an "accredited investor" for purposes of Regulation D promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) Act of 1933. The Holder acknowledges that the Company has afforded it can bear the economic and financial risk opportunity to make such investigation of the Company as the Holder has deemed appropriate. The Holder further reconfirms its investment for an indefinite period, and prior representations that it has such knowledge and experience in financial or and business matters that it is capable of evaluating the merits and risks of the investment investment. ADVANCED UROSCIENCE, INCORPORATED By: ----------------------------- Xxxxxxx Xxxxx, Its Chairman APPENDIX A NOTICE OF EXERCISE TO: Advanced UroScience, Incorporated 1. The undersigned hereby elects to purchase ___________ shares of the Common Stock of Advanced UroScience, Incorporated, pursuant to terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full (as authorized by Section 4 thereof), together with all applicable transfer taxes, if any. 2. Please issue a certificate or certificates representing said shares of the Common Stock in the Warrant and name of the Warrant Sharesundersigned or in such other name as is specified below. 3. The Holder has had an opportunity to ask questions undersigned represents it is acquiring the shares of Common Stock solely for its own account and receive answers from not as a nominee for any other party, and for investment purposes only, not with a view toward the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Companyresale or distribution thereof.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereofhereof and upon exercise thereof, to the Company by acceptance or exercise of this Warrant as follows: (i) 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 to be issued upon exercise hereof for investment 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.; (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.; and (iii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Insider and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Hxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towardsto the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (f) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for resale in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with, with the public sale acquisition of the Class A Ordinary Shares nor is the Holder entitled to or distribution of this Warrant will accept any such fee or commission. (h) The Holder understands that the Warrant Shares, except pursuant Class A Ordinary Shares will be issued to sales registered or exempted the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement in order to determine the applicability of such provisions. (iii) The Holder acknowledges and understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and that, under such laws and applicable regulations, such securities may be resold without registration have not been registered under the Securities Act only and, if in certain limited circumstances. In addition, the future the Holder represents that it is familiar with Rule 144 decides to offer, resell, pledge or otherwise transfer the Class A Ordinary Shares, such shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act. , if available, or (iiiC) The Holder acknowledges that it can bear pursuant to any other available exemption from the economic and financial risk registration requirements of its investment for an indefinite periodthe Securities Act, and has such knowledge and experience in financial each case in accordance with any applicable securities laws of any state or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Sharesany other jurisdiction. The Holder has had an opportunity agrees that, if any transfer of the Class A Ordinary Shares or any interest therein is proposed to ask questions and receive answers from be made (other than pursuant to a registration statement or under Rule 144), as a condition precedent to any such transfer, the Holder may be required to deliver to the Company regarding an opinion of counsel satisfactory to the terms and conditions of Company that registration is not required with respect to the offering of Class A Ordinary Shares to be transferred. Absent registration or another available exemption from registration, the Warrant and Holder agrees it will not transfer the business, properties, prospects and financial condition of the CompanyClass A Ordinary Shares.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, represents and warrants to the Company by acceptance of this Warrant as follows: (a) Holder is acquiring this Warrant and the Common Stock issuable hereunder for Holder’s own account, not as a nominee or agent, for investment purposes only and not with a view to, or for the resale in connection with, a distribution or other disposition thereof within the meaning of the Securities Act. (b) Holder will not, during the term of this Warrant, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of the Warrant except in accordance with the terms of this Warrant. (c) Holder understands that the offer and sale of this Warrant and any Common Stock issuable thereunder have not been registered under the Securities Act, and that the same cannot be sold, pledged, assigned or otherwise disposed of unless the same is subsequently registered under the Securities Act or an exemption from such registration is available. (d) Holder is fully aware of (i) The the highly speculative nature of the investment in this Warrant and any Common Stock issuable thereunder; (ii) the financial hazards involved in the investment in this Warrant and any Common Stock issuable thereunder; and (iii) the lack of liquidity of this Warrant and any Common Stock issuable thereunder, including the restrictions on transferability thereof. (e) 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 to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such sufficient knowledge and experience in financial or business matters that it is capable investing in companies similar to the Company so as to be able to evaluate the risks and merits of evaluating the merits and risks of the any investment in the Warrant Company, has the ability to protect Holder’s own interests in this transaction and is able financially to bear the Warrant Shares. The risks thereof (including total loss of this investment). (f) Holder has had an opportunity to ask questions and receive answers from is organized under the Company regarding the terms and conditions laws of the offering State of the Warrant and the business, properties, prospects and financial condition of the CompanyNevada.

Representations of the Holder. In connection with the issuance of this Warrant and each exercise of this Warrant, the Holder specifically represents, as of the date hereofOriginal Issue Date and each Exercise Date, to the Company by acceptance of this Warrant as follows: (i) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the all Warrant Shares to be issued upon exercise hereof for investment 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. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, period and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Subject to Section 10(b)(iv) below, the Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company. (iv) The Holder acknowledges and agrees that neither the Company, nor any officer, director, employee or representative of the Company, nor any other Person has made or is making any representations or warranties of any kind or nature whatsoever, express or implied, beyond those expressly given by the Company in this Warrant and in the Securities Purchase Agreement.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Insider and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents except as provided in this Agreement. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Hxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towardsto the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (f) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for resale in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with, with the public sale acquisition of the Class A Ordinary Shares nor is the Holder entitled to or distribution of this Warrant will accept any such fee or commission. (h) The Holder understands that the Warrant Shares, except pursuant Class A Ordinary Shares will be issued to sales registered or exempted the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement in order to determine the applicability of such provisions. (iii) The Holder acknowledges and understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and that, under such laws and applicable regulations, such securities may be resold without registration have not been registered under the Securities Act only and, if in certain limited circumstances. In addition, the future the Holder represents that it is familiar with Rule 144 decides to offer, resell, pledge or otherwise transfer the Class A Ordinary Shares, such shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act. , if available, or (iiiC) The Holder acknowledges that it can bear pursuant to any other available exemption from the economic and financial risk registration requirements of its investment for an indefinite periodthe Securities Act, and has such knowledge and experience in financial each case in accordance with any applicable securities laws of any state or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Sharesany other jurisdiction. The Holder has had an opportunity agrees that, if any transfer of the Class A Ordinary Shares or any interest therein is proposed to ask questions and receive answers from be made (other than pursuant to a registration statement or under Rule 144), as a condition precedent to any such transfer, the Holder may be required to deliver to the Company regarding an opinion of counsel (including internal counsel) satisfactory to the terms and conditions of Company that registration is not required with respect to the offering of Class A Ordinary Shares to be transferred. Absent registration or another available exemption from registration, the Warrant and Holder agrees it will not transfer the business, properties, prospects and financial condition of the CompanyClass A Ordinary Shares.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Insider and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Hxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towardsto the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (f) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for resale in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with, with the public sale acquisition of the Class A Ordinary Shares nor is the Holder entitled to or distribution of this Warrant will accept any such fee or commission. (h) The Holder understands that the Warrant Shares, except pursuant Class A Ordinary Shares will be issued to sales registered or exempted the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement in order to determine the applicability of such provisions. (iii) The Holder acknowledges and understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and that, under such laws and applicable regulations, such securities may be resold without registration have not been registered under the Securities Act only and, if in certain limited circumstances. In addition, the future the Holder represents that it is familiar with Rule 144 decides to offer, resell, pledge or otherwise transfer the Class A Ordinary Shares, such shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act. , if available, or (iiiC) The Holder acknowledges that it can bear pursuant to any other available exemption from the economic and financial risk registration requirements of its investment for an indefinite periodthe Securities Act, and has such knowledge and experience in financial each case in accordance with any applicable securities laws of any state or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Sharesany other jurisdiction. The Holder has had an opportunity agrees that, if any transfer of the Class A Ordinary Shares or any interest therein is proposed to ask questions and receive answers from be made, as a condition precedent to any such transfer, the Holder may be required to deliver to the Company regarding an opinion of counsel satisfactory to the terms and conditions of Company that registration is not required with respect to the offering of Class A Ordinary Shares to be transferred. Absent registration or another available exemption from registration, the Warrant and Holder agrees it will not transfer the business, properties, prospects and financial condition of the CompanyClass A Ordinary Shares.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (ia) The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a current 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. (iib) The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iiic) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Insider and the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towards, or for resale to the distribution thereof in connection with, the public sale or distribution violation of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities ActAct and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (iif) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Holder for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with the acquisition of the Class A Ordinary Shares nor is the Holder entitled to or will accept any such fee or commission. (h) The Holder understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to will be issued upon exercise hereof are “restricted securities” under to the federal securities laws inasmuch as they are being acquired Holder in reliance on exemptions 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 requirements under the Securities Act, as presently and analogous provisions in effectthe laws and regulations of various states, and understands that the resale limitations imposed thereby Company is relying upon the truth and by the Securities Act. (iii) 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 or business matters that it is capable of evaluating the merits and risks accuracy of the investment in the Warrant representations, warranties, agreements, acknowledgments and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions understandings of the offering Holder set forth in this Agreement in order to determine the applicability of the Warrant and the business, properties, prospects and financial condition of the Companysuch provisions.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) 40.2.1. The Holder is an “accredited investor” as defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment 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. (ii) 40.2.2. The Holder understands and acknowledges that this Warrant and the Warrant Shares 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 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (iii) 40.2.3. 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 or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: (i) The Holder hereby represents and warrants to the Company that it has substantial knowledge, skill and experience in making investment decisions of the type represented by this Warrant and the Warrant Shares, it is an “accredited investor” as defined capable of evaluating the risk of its investment in Rule 501(a) this Warrant and the Warrant Shares and is able to bear the economic' risk of Regulation D promulgated under such investment, including the Securities Act. The Holder risk of losing the entire investment, that it is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account account, and that this Warrant and the Warrant Shares are being acquired by it for investment and not with a present view towards, or for resale to any distribution thereof in connection with, violation of applicable securities law. If the public sale or distribution Holder should in the future decide to dispose of any of this Warrant or and the Warrant Shares, except pursuant to sales registered or exempted it is understood that it may do so only in compliance with the Act and appliance state securities laws. The Holder represents and warrants that it is an "accredited investor" as defined in Rule 501 (a) under the Securities Act. (ii) The Holder understands and acknowledges that (i) this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” have not been registered under the federal securities laws inasmuch as they are being acquired from the Company Act by reason of their issuance in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without exempt from the registration under requirements of the Securities Act only in certain limited circumstances. 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. (iiiii) 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 or business matters that it is capable of evaluating the merits and risks of the investment in the this Warrant and the Warrant Shares. The Holder has had an opportunity Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt from such registrations (and evidence satisfactory to ask questions and receive answers from the Company regarding the terms and conditions is provided by such Holder of the offering availability of such exemptions, including the delivery to the Company of opinions of counsel to such Holder, which opinions and counsel is satisfactory to the Company), and (iii) this Warrant and the business, properties, prospects and financial condition of the CompanyWarrant Shares may bear a legend to such effect.

Representations of the Holder. In connection with the issuance of this Warrant, the The Holder specifically represents, as of the date hereof, hereby represents and warrants to the Company by acceptance of this Warrant as followsthat: (a) The Holder, in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any oral or written representations or assurances from the Company or any of the Company’s officers, directors, partners or employees or any other representatives or agents. The Holder further understands that no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares. (b) This Agreement has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder is subject. (c) The Holder acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own legal counsel and investment and tax advisors. (d) The Holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act. ”), and acknowledges that the issuance of Class A Ordinary Shares contemplated hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the Securities Act and similar exemptions under state law. (e) The Holder is acquiring this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof solely for investment purposes, for its such Xxxxxx’s own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view towardsto the distribution thereof in violation of the Securities Act and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person or entity except as may be permitted hereunder. (f) The Holder is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares. The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions described or provided for resale in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment in the Company for an indefinite period of time and able to sustain a complete loss of such investment. (g) No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Holder in connection with, with the public sale acquisition of the Class A Ordinary Shares nor is the Holder entitled to or distribution of this Warrant will accept any such fee or commission. (h) The Holder understands that the Warrant Shares, except pursuant Class A Ordinary Shares will be issued to sales registered or exempted the Holder in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement in order to determine the applicability of such provisions. (iii) The Holder acknowledges and understands and acknowledges that this Warrant and the Warrant Class A Ordinary Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company offered in a transaction not involving a public offering in the United States within the meaning of the Securities Act and that, under such laws and applicable regulations, such securities may be resold without registration have not been registered under the Securities Act only and, if in certain limited circumstances. In addition, the future the Holder represents that it is familiar with Rule 144 decides to offer, resell, pledge or otherwise transfer the Class A Ordinary Shares, such shares may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. The Holder agrees that, if any transfer of the Class A Ordinary Shares or any interest therein is proposed to be made (other than pursuant to a registration statement or under Rule 144), as a condition precedent to any such transfer, the Holder may be required to deliver to the Company an opinion of counsel satisfactory to the Company that registration is not required with respect to the Class A Ordinary Shares to be transferred. Absent registration or another available exemption from registration, the Holder agrees it will not transfer the Class A Ordinary Shares. (iiij) The Holder acknowledges and agrees that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers upon request from the Company regarding Company, the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of Holder will provide evidence acceptable to the Company, including, but not limited to, screenshots of fund positions, brokerage statements and signed letters from prime brokers, that the Holder held the Non-Redeemed Shares through the redemption deadline for the Meeting.