Common use of Representations, Warranties and Covenants Clause in Contracts

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each the Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization or other similar laws relating to of general application affecting the enforcement of creditors’ the Holder’s rights generallyor by general equity principles or public policy concerns. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate of Incorporation or by-laws, or any United States federal or state law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or applicable filings as may be required under applicable federal and state securities lawslaws in the United States). (d) As long as this Warrant isThe Company shall pay all expenses and taxes imposed by law or by any governmental agency, or including any shares of Preferred Stock issued upon exercise documentary stamp taxes, attributable to the issuance of this Warrant or to the issuance of any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the any exercise of this Warrant Warrant; provided, that nothing in this paragraph shall make the Company liable for any income taxes payable by the Holder in connection with respect to Common Stock and the conversion issuance of the Preferred Stock into Common Stock if this Warrant is exercised or the exercise thereof, or for any transfer taxes associated with respect to Preferred Stock, (ii) 2,727,273 shares any transfer of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing this Warrant by the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations------------------------------------------------- Depositor. The Depositor hereby represents, warranties warrants and covenants made by to the Company--------- Eligible Lender Trustee as follows: (a) The Company Depositor is duly organized and validly existing as a Delaware corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor has all necessary the corporate power and authority to issue, execute and deliver this Warrant Agreement and to perform carry out its obligations hereunder. This Warrant terms; the Depositor has full corporate power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized issued, executed and delivered by the Company and is the Depositor by all necessary corporate action. (c) This Agreement constitutes a legal, valid and binding obligation of the Company, Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to the enforcement creditors' rights generally and subject to general principles of creditors’ rights generallyequity. (bd) The shares consummation of Preferred Stock issuable upon the exercise of transactions contemplated by this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, Agreement and the issuance fulfillment of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will notdo not conflict with, result in any breach of any of the terms and provisions of, or constitute (iwith or without notice or lapse of time or both) violate or contravene a default under, the Company’s Articles Certificate of Incorporation or by-lawslaws of the Depositor, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contractindenture, agreement or other instrument to which the Company Depositor is a party or by which it is bound; nor result in the Company creation or imposition of any Lien upon any of its assets are bound or (iii) require properties pursuant to the consent or approval of or the filing terms of any notice such indenture, agreement or registration with any person or entity other instrument (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide pursuant to the Holder Basic Documents); nor violate any law or, to the financial and Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any Federal or state regulatory body, administrative agency or other information described in that certain Loan and Security Agreement No. 4561 between governmental instrumentality having jurisdiction over the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Depositor or its properties. (e) As The Depositor agrees for the benefit of the date hereof, Noteholders and the authorized capital stock holder of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant Excess Distribution Certificate that it will comply with respect to Common Stock and the conversion each of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockrequirements set forth in Article IX, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding sharesX, and (v) 13,887,716 shares XII of Series D Preferred Stock, its Certificate of which 7,292,127 are issued Incorporation and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization with each of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockundertakings set forth in Annex I hereto.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long Except as this Warrant isset forth in the Company’s filings with the U.S. Securities and Exchange Commission, there are no outstanding (i) options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists or any of its subsidiaries, or (iii) 65,500,000 shares contracts, commitments, understandings or arrangements by which the Company or any of Common Stockits subsidiaries is or may become bound to issue additional capital stock of the Company or any of its subsidiaries or (iii) options, warrants, scrip, rights to subscribe to, calls or commitments of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of any of the exercise Company or any of its subsidiaries as a result of this Warrant with respect to Common Stock and or the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockexercise thereof.

Representations, Warranties and Covenants. This Warrant is issued (A) The Company represents and delivered by warrants to the Company and accepted by each Holder on the basis as of the following representations, warranties and covenants made by the Companydate hereof that: (ai) All Warrant Interests which may be issued upon the exercise of this Warrant shall, upon issuance, be duly authorized, validly issued and free of any and all liens and encumbrances except for liens or encumbrances created by or imposed by the Holder and restrictions on transfer provided for herein or under applicable federal and state securities laws. (ii) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (iii) The Company has all necessary requisite corporate power and authority to issueenter into, execute and deliver perform its obligations under, this Warrant and to perform its obligations issue all Warrant Interests required to be issued hereunder. . (iv) This Warrant has been duly authorized issuedauthorized, executed and delivered by the Company and is the constitutes a valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, terms except as enforceability may be limited by bankruptcy or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of affecting creditors’ rights generally. (v) The execution, delivery and performance of this Warrant by the Company does not and will not conflict with, or result in breach of, any agreement, instrument, order, judgment, decree, law or governmental regulation to which it is subject. (B) If the Company proposes at any time to (a) declare a dividend or distribution upon any Common Shares that includes cash, property or securities or (b) effect the liquidation, dissolution or winding up of the Company or any subsidiary, then, in connection with such proposed action, the Company shall give the Holder at least five (5) Business Days’ prior written notice, which notice will specify (i) the record date for the purposes of such dividend, distribution or offer, or if a record is not to be taken, the date as of which the members, or Holders, must hold such interests of record to be entitled to such dividend or distribution or (ii) the date on which such liquidation, dissolution or winding up is expected to become binding and, if not the same date, the date it will become effective. (C) The shares Company covenants that its issuance of Preferred Stock issuable this Warrant shall constitute full authority to its officers who are charged with recording the Warrant Interests in book entry form to issue and record the Warrant Interests in book entry form upon the valid exercise of this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant have been duly authorized and reserved for issuance by the Company and, when Interests may be issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessableas provided herein without violation of any applicable law or regulation. (cD) The issuanceHolder, execution and delivery by its acceptance of this Warrant do notWarrant: (i) represents, warrants and agrees that it is (i) experienced in evaluating and investing in securities, and the issuance Warrants and any Warrant Interests issued upon exercise thereof are being acquired for its own account, for investment and not with a view to the distribution thereof within the meaning of the shares Securities Act, and such Holder is prepared to bear the economic risk of Preferred Stock upon retaining such Warrants and the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the CompanyInterests, (ii) violatean “accredited investor” within the meaning of Rule 501 under the Securities Act and (iii) a “qualified purchaser” for purposes of Section 2(a)(51) of the Investment Company Act of 1940, contravene or result in a breach or default under any contract, agreement or instrument to which as amended; (ii) acknowledges that the Company is will be a party private company that does not file reports or by which other information under the Exchange Act, there will be no publicly available current information concerning the Company or any its financial results and no public market will exist for the disposition or transfer of its assets are bound the Warrants or the Warrant Interests; (iii) require acknowledges and agrees that the consent or approval of or the filing of Warrants (including any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock Interests issued upon exercise thereof) have not been registered under the Securities Act or any state securities law, and such Holder may not sell or transfer any Warrants or Warrant Interests in the absence of an effective registration statement under the Securities Act or an exemption from registration thereunder, subject to the terms relating to the restriction on sales in this Warrant or any shares of Common Stock issued upon conversion of and, with respect to the Warrant Interests; and (iv) acknowledges that such shares of Preferred Stock areHolder has been given the opportunity to ask questions of, issued and outstandingreceive answers satisfactory to it from, the Company will provide to concerning the Holder the financial business, finances and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization operations of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued To induce the General Partner, for and delivered by on behalf of the Company and accepted by each Holder on Selected Fund, to accept this subscription, the basis of Subscriber hereby makes the following representations, warranties and covenants made by to the Company:Selected Fund, the General Partner and the Investment Adviser (collectively, the “Fund Parties”): (a) The Company has information set forth in the accompanying Subscriber Information Form is accurate and complete in all necessary corporate power respects as of the date hereof, and authority to issue, execute the Subscriber will immediately notify the General Partner for and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered on behalf of the Selected Fund in writing of any change in such information or if any representation or warranty made by the Company and is Subscriber in this Subscription Agreement or the valid and binding obligation of the Company, enforceable Subscriber Information Form becomes inaccurate or incomplete in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating any respect. The Subscriber consents to the enforcement disclosure of creditors’ rights generallyany such information, and any other information furnished to the Fund Parties, to any governmental authority, self-regulatory organization or, to the extent required by law, to any other person. (b) The shares Subscriber has received, carefully reviewed and understands the OM and Partnership Agreement. The Subscriber understands the risks of, and other considerations relating to, the purchase of Preferred Stock issuable upon an Interest, including the exercise risks set forth in the OM. The Subscriber acknowledges and agrees that neither the General Partner nor the Investment Adviser provides any investment management or other similar services to, or otherwise serves as investment adviser of, the Subscriber. To the extent the Subscriber has required or desired any advice in connection with the offering of Interests or this Warrant Subscription Agreement or any assistance in understanding or evaluating an investment in the Selected Fund, the Subscriber has engaged its own financial, legal, tax, accounting and other advisors, and has not expected or received any such advice or assistance from the General Partner or the Investment Adviser. The Subscriber and any independent advisors engaged by such Subscriber have been duly authorized conducted their own analysis and reserved for issuance by due diligence to the Company full extent they have deemed such action necessary and, when issued in accordance with based upon such independent analysis and due diligence and on the terms hereofOM and the Partnership Agreement, will be validly issued, fully paid the Subscriber (i) has made its own independent determination to subscribe for Interests and nonassessable(ii) has determined that the purchase of the Interests is a suitable investment for the Subscriber. (c) The issuanceSubscriber also confirms that it is a person or entity to whom the Selected Fund may be lawfully promoted, and who may lawfully invest in the Selected Fund, under the laws and/or rules applicable to the Subscriber in the jurisdiction(s) applicable to it. If the Subscriber is not a resident of the United States, the Subscriber understands that it is the Subscriber’s responsibility to satisfy itself as to full observance of laws of any relevant territory or jurisdiction outside of the United States in connection with the offer and sale of the Interests, including obtaining any required governmental or other consents or observing any other applicable formalities. In connection with the execution and delivery of this Warrant do notSubscription Agreement and the purchase of Interests, the Subscriber meets all suitability standards and eligibility requirements imposed on it by applicable laws, rules and regulations. (d) The Subscriber is acquiring the Interests for the Subscriber’s own account, does not have any contract, undertaking or arrangement with any person or entity to sell, transfer or grant a participation interest with respect to the Interests, and is not acquiring the issuance Interests with a view to or for sale in connection with any distribution of the shares Interests. (e) The Subscriber or any advisor has had the opportunity to ask questions of Preferred Stock upon and receive answers from the exercise General Partner or the Investment Adviser concerning the terms and conditions of this Warrant the offering of the Interests in the Selected Fund and to obtain any additional information concerning the offering of Interests and the Selected Fund that the Subscriber believes is necessary to verify the accuracy or completeness of the information furnished to the Subscriber regarding the Selected Fund and the Interests, to the extent that the General Partner possesses or can acquire such information without unreasonable effort or expense. (f) The Subscriber (or, as applicable, its purchaser representative (as such term is defined in Rule 501(h) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks associated with an investment in the Selected Fund and is able to bear such risks, and has obtained, in the Subscriber’s judgment, sufficient information from the General Partner to evaluate the merits and risks of an investment in the Selected Fund. The Subscriber hereby acknowledges that it has carefully reviewed and understands the fees and carried interest to which the Subscriber will be subject and the risks and conflicts of interest to which the Funds are or will be subject, as described in the OM and the Partnership Agreements, and hereby consents to and agrees to the payment of the fees and carried interest so described to the parties identified as recipients thereof. The Subscriber has evaluated the risks of an investment in the Selected Fund, understands there are substantial risks of loss incidental to the purchase of Interests and has determined that Interests are a suitable and appropriate investment for the Subscriber. The Subscriber has the financial capacity to satisfy and fully fund its Capital Commitment in accordance with the terms hereof will notand conditions set forth in this Subscription Agreement, the applicable Partnership Agreement and the OM. (g) There is no legal action, suit, arbitration or other legal administrative or other governmental investigation, inquiry or proceeding (whether U.S. federal, state, local or non-U.S.) pending or, to the knowledge of the Subscriber, threatened against the Subscriber, any of the directors or general partners of the Subscriber or any of its properties, assets or businesses, in each case that could have a material adverse effect on the Subscriber’s ability to fund all or any amount of its Capital Commitment. (h) The Subscriber understands that (i) violate the Selected Fund is a newly formed entity that has no past performance history or contravene track record to report to the CompanySubscriber; (ii) the past performance of each of the funds managed by the Investment Adviser, the General Partner, their affiliates and principals is not necessarily indicative of the future performance or profitability of the Selected Fund or an investment therein; (iii) no U.S. federal or state agency or authority has passed upon the Selected Fund, any of the other Funds, the OM, the Partnership Agreements, this Subscription Agreement or the Interests or made any findings or determination as to the merits or fairness of an investment in the Selected Fund or the Interests; and (iv) the representations, warranties, covenants, undertakings and acknowledgements made by the Subscriber in, or in connection with, this Subscription Agreement, the Subscriber Information Form and the tax forms (including any self-certifications) completed by the Subscriber in connection with this subscription will be relied upon by the Selected Fund and the General Partner (and its agents) in determining the Subscriber’s Articles eligibility as a purchaser of an Interest and compliance by the Fund, the General Partner and the Investment Adviser with applicable laws and, if applicable, shall survive the Subscriber’s admission as a Limited Partner of the Selected Fund. (i) The Subscriber understands that the Interests are not registered under the Securities Act, or bythe laws of any other jurisdiction. The Subscriber agrees to notify the General Partner for and on behalf of the Selected Fund prior to any proposed sale, transfer, distribution or other disposition of any Interests or any beneficial interest therein, and will not sell, transfer, distribute or otherwise dispose of any Interests without the consent of the General Partner, pursuant to the terms and conditions of the applicable Partnership Agreement, and unless the Interests are registered or such sale, transfer, distribution or other disposition is exempt from registration. The Subscriber understands that the Selected Fund has no intention to register the Interests with the U.S. Securities and Exchange Commission (the “SEC”) or any other jurisdiction, and is under no obligation to assist the Subscriber in obtaining or complying with any exemption from registration. The General Partner for and on behalf of the Selected Fund may require that a proposed transferee meets appropriate eligibility requirements and that the transferor furnish a legal opinion satisfactory to the General Partner for and on behalf of the Selected Fund and its counsel that the proposed transfer complies with the terms of the Subscription Agreement, the Partnership Agreement of the Selected Fund and with applicable U.S. federal, state and any other applicable securities laws. An appropriate legend evidencing such restrictions may be placed on any certificates issued representing the Interests and appropriate stop transfer instructions may be placed with respect to the Interests. The Subscriber recognizes that there is not now any public market for Interests and that such a market is not expected to develop; accordingly, it may not be possible for the Subscriber to readily liquidate the Subscriber’s investment in the Selected Fund. (j) The Subscriber is both (i) an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act pursuant to at least one of the following tests: (a) the Subscriber is a natural person whose individual net worth1, or joint net worth with that person’s spouse, at the time of subscription exceeds $1,000,000; or (b) the Subscriber is a natural person who had an individual income2 in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; and (ii) a “qualified client,” as such term is defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) pursuant to at least one of the following tests: (i) a natural person who, or a company that, immediately after entering into the contract has at least $1,000,000 under the management of the investment adviser; (ii) A natural person who, or a company that, the investment adviser entering into the contract (and any person acting on his behalf) reasonably believes, immediately prior to entering into the contract, either (a) has a net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,100,0003; (b) is a qualified purchaser as defined in section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “1940 Act”) at the time the contract is entered into; or (iii) a natural person who immediately prior to entering into the contract is: (a) an executive officer, director, trustee, general partner, or person serving in a similar capacity, of the investment adviser; or (b) an employee of the investment adviser who participates in investment decisions of the investment adviser and has done so for at least 12 months. The Subscriber agrees to furnish to the General Partner any and all information that the General Partner may hereinafter request in order to determine whether or not the Subscriber is or continues to be an “accredited investor” or a “qualified client” (each as defined above) or to otherwise ensure compliance with applicable laws, rules or any lawregulations. 1 As used in this item, statute“net worth” means the excess of total assets at fair market value, regulationincluding home furnishings and automobiles, rule, judgment or order applicable to over total liabilities; provided that (i) the CompanySubscriber’s primary residence shall not be included as an asset, (ii) violateindebtedness that is secured by the Subscriber’s primary residence, contravene or up to the estimated fair market value of the primary residence at the time of the sale of the Interests, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the Interests exceeds the amount outstanding 60 days before such time, other than as a result in of the acquisition of the primary residence, the amount of such excess shall be included as a breach or default under any contractliability), agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or and (iii) require indebtedness that is secured by the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described Subscriber’s primary residence in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As excess of the date hereof, the authorized capital stock estimated fair market value of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon primary residence at the exercise of this Warrant with respect to Common Stock and the conversion time of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization sale of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with Interests shall be included as a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockliability.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representationsThe Grantor represents, warranties warrants and covenants made by the Companyas follows: (a1) The Company will notify the Secured Party immediately in writing of any change in its address, name, or state or form of organization. (2) The Grantor is the legal and beneficial owner of the Collateral free and clear of any Lien except for the security interest created by this Agreement. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office. (3) The Grantor has exclusive and absolute right to collect the Collateral. (4) None of the Receivables is evidenced by a promissory note or other instrument. (5) This Agreement creates a valid security interest in the Collateral, securing payment of the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken, or shall be taken promptly upon execution hereof. (6) The Grantor is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware; has the corporate power and authority to issue, execute and deliver this Warrant own its assets and to perform transact its obligations hereunder. This Warrant has business, and is duly qualified and in good standing under the laws of each jurisdiction in which qualification is required (7) The execution and performance by the Grantor of this Agreement have been duly authorized issuedby all necessary corporate action and do not and will not (a) require any consent or approval of the stockholders of such corporation; (b) contravene such corporation's character or bylaws; (c) violate any provision of any law, executed and delivered rule, or regulation; or (d) result in a breach of or constitute a default under, any indenture or loan or credit agreement or any other agreement, lease, or instrument to which such corporation is a party or by the Company and which it or its properties may be bound or affected. (8) This Agreement is the valid legal, valid, and binding obligation of the CompanyGrantor, enforceable in accordance with its terms, except as enforceability to the extent that such enforcement may be limited by bankruptcy or applicable bankruptcy, insolvency, and other similar laws relating to the enforcement of creditors’ affecting creditor's rights generally. (9) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (a) for the grant by the Grantor of the assignment and security interest granted hereby or for the execution, delivery, or performance of this Agreement by the Grantor; (b) The shares for the perfection or maintenance of Preferred Stock issuable upon the assignment, and security interest created hereby (including the first priority nature of such assignment, and security interest); or (c) for the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued Secured Party of the rights provided for in accordance with this Agreement or the terms hereof, will be validly issued, fully paid and nonassessableremedies in respect of the Collateral pursuant to this Agreement. (c10) The issuance, execution and delivery There are no conditions precedent to the effectiveness of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate Agreement that have not been satisfied or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)waived. (d11) As long as this Warrant isGrantor shall not pledge, sell, assign, transfer, create or suffer to exist any shares of Preferred Stock issued upon exercise of this Warrant security interest in or other lien or encumbrance on any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As part of the date hereofCollateral or grant or suffer to exist any security interest in or other lien or encumbrance on any of Grantor's inventory or other assets to anyone other than Secured Party, without Secured Party's prior written consent. Grantor hereby agrees to defend the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued same against any and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockall persons whatsoever.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for filings as may be required under applicable California securities laws). (d) As long as this Warrant is, or any shares of Preferred Common Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Common Stock are, issued and outstanding, the Company will provide to the Holder the financial and information in parity with that given to other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares holders of Series D Preferred Common Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each the Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generallyand (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices any applicable consents, approvals or filings as may securities laws filings, which will be required under applicable securities lawsobtained or filed in a timely manner). (d) As So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under Section 2.1 of the Amended and Restated Investor Rights Agreement (the “Rights Agreement”), dated December 19, 2003, applicable to the Preferred Stock if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 50,000,000 shares of Common Stock, of which 8,909,357 shares 12,131,667shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockoutstanding, (ii) 2,727,273 14,428,571 shares of Series A Preferred Stock, of which 2,727,273 14,395,604 are issued and outstanding shares, shares and (iii) 6,460,675 shares 14,500,000 share of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 11,961,721 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At Upon the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current summary capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005, as amended. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 87,385,839 shares of Common Stock, of which 8,909,357 9,946,605 shares are issued and outstanding and 185,714 300,000 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 16,854,624 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 13,962,261 shares of Series D Preferred Stock, of which 7,292,127 13,353,333 are issued and outstanding shares and (vi) 20,109,947 shares of Series E Preferred Stock, of which 17,764,781 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for filings as may be required under applicable California securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and information in parity with that given to other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as holders of March 29, 2005Series E Preferred Stock. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 75,500,000 shares of Common Stock, of which 8,909,357 7,218,509 shares are issued and outstanding and 185,714 203,118 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 4,228,329 shares of Series A A-1 Preferred Stock, of which 2,727,273 4,228,329 are issued and outstanding shares, ; (iii) 6,460,675 1,198,046 shares of Series A-2 Preferred Stock, of which 1,198,046 are issued and outstanding shares (iv) 3,339,341 shares of Series B Preferred Stock, of which 6,460,675 3,339,341 are issued and outstanding shares, ; (ivv) 20,551,163 28,089,885 shares of Series C Preferred Stock, of which 16,364,832 28,089,885 are issued and outstanding shares; (vi) 3,716,626 shares of Series D Preferred Stock, of which 2,930,500 are issued and outstanding shares, and (v) 13,887,716 15,100,000 shares of Series D E Preferred Stock, of which 7,292,127 14,761,455 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder as of December 31, 2009, summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the CompanyCompany as of the date of issuance of this initial Warrant to the initial Holder: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and obligations under the (the “Loan Agreement”) are outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 18,500,000 shares of Common Stock, of which 8,909,357 1,003,427 shares are issued and outstanding and 185,714 outstanding, 2,996,573 shares are reserved for issuance upon the exercise of this Warrant with respect options issued pursuant to Common the Company’s 2002 Stock Plan and 46,176 shares are reserved for issuance upon the conversion exercise of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockwarrant, (ii) 2,727,273 6,000,000 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 6,000,000 are issued and outstanding shares, and (viii) 13,887,716 8,101,102 shares of Series D B Redeemable Preferred Stock, of which 7,292,127 8,101,101 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder’s request, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 10,000,000 shares of Common Stock, of which 8,909,357 1,767,500 shares are issued and outstanding, (ii) 3,765,000 shares of Series A Preferred Stock, all of which are issued and outstanding shares, and 185,714 (iii) 1,300,000 shares of Series A-1 Preferred Stock, of which 1,144,697 are issued and outstanding shares. Of the Company’s authorized Common Stock as of the date hereof, 52,325 shares are reserved for issuance upon the exercise of this Warrant with respect to (whether directly, in the event that this Warrant becomes exercisable for Common Stock and in accordance with its terms, or indirectly, upon the conversion into Common Stock of the Preferred Stock into Common Stock if this Warrant issued upon exercise of the Warrant). Attached hereto as Exhibit B is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles 's Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Common Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 5,000,000 shares of Common Stock, of which 8,909,357 1,000,001 shares are issued and outstanding and 185,714 47,500 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred StockWarrant, (ii) 2,727,273 1,666,212 shares of Series A Preferred Stock, of which 2,727,273 1,628,486 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding sharesoutstanding. Company has delivered Attached hereto as Exhibit A is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 40,000,000 shares of Common Stock, of which 8,909,357 4,811,312 shares are issued and outstanding and 185,714 176,470 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 3,360,000 shares of Series A Convertible Participating Preferred Stock, all of which are issued and outstanding shares; (iii) 11,893,927 shares of Series B Convertible Participating Preferred Stock, of which 2,727,273 10,393,481 are issued and outstanding shares, ; (iii) 6,460,675 iv). 8,717,649 shares of Series B Preferred Stock, of which 6,460,675 8,364,707 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, ; and (v) 13,887,716 shares 6,000,000 Shares of Series D 1 Convertible Preferred Stock, none of which 7,292,127 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of HolderUpon request, not and in no event more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) A. The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization or other similar laws relating to of general application affecting the enforcement of creditors’ Holders rights generallyor by general equity principals or public policy concerns. (b) B. The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) C. The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As D. So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under the Series B Preferred Stock Purchase Agreement if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (e) E. As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 20,000,000 shares of Common Stock, of which 8,909,357 2,510,000 shares are issued and outstanding and 185,714 175,000 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.for

Representations, Warranties and Covenants. This Warrant warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) A. The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization or other similar laws relating to of general application affecting the enforcement of creditors’ Holders rights generallyor by general equity principals or public policy concerns. (b) B. The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) C. The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulationregulations, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As D. So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under the Series C Preferred Stock Purchase Agreement if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (e) E. As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 20,000,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 2,510,000 are issued and outstanding shares, (iii) 6,460,675 175,000 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.reserved for

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings except as may be required under applicable federal and state securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstandingare held by or any of its affiliates, the Company will provide to the Holder or such affiliate the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners Vdated , L.P. dated as of March 29, 2005amended. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 up to shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Redeemable Preferred Stock, none of which are issued and outstanding, and (iii) shares of Series B Convertible Preferred Stock, of which 2,727,273 shares are issued and outstanding shares, (iii) 6,460,675 and up to shares are reserved for issuance upon exercise of Series this Warrant. Attached hereto as Exhibit B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) More than one Insurer, Underwriter, Broker-Dealer, or Agency may execute this Agreement at its inception, or by subsequent addition of parties from time to time pursuant to a revised Schedule A. Each such execution shall be deemed to create a new and separate agreement between Insurer, and Underwriter if applicable on the one hand and the Broker-Dealer, and/or Agency if applicable, on the other. The existence of more than one executed Schedule A shall not create any agency relationship or other selling authority between any Insurer that executes one Schedule A, and any Underwriter, Broker-Dealer and/or Agency that executes another Schedule A. No Insurer shall be liable for the obligations or actions of any other Insurer. (b) Underwriter and Broker-Dealer are registered with the SEC as broker-dealers under the Exchange Act, and are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (c) Agency is duly licensed and lawfully authorized under applicable insurance or annuity laws and regulations to market and distribute the Products, as set forth in this Agreement. If Agency only markets and distributes Unregistered Products, the provisions of this Agreement that specifically refer to Registered Products or the requirements of FINRA or SEC shall be inapplicable, except to the extent the laws and regulations governing those agencies contain valid requirements applicable to Unregistered products. (d) Broker-Dealer is duly licensed and lawfully authorized under applicable insurance or annuity laws and regulations to market and distribute the Products. If Broker-Dealer is not so licensed, then Agency is duly licensed and lawfully authorized to market and distribute the Products under applicable insurance or annuity regulations, and an associated person of Broker-Dealer. (e) Producer represents, warrants and covenants that(i) it, and each Subproducer, and any person, or entity employed or contracted with or by Producer or Subproducer in connection with sales of the Products, and/or (ii) any person or entity to whom Producer pays commissions pursuant to this Agreement: (i) will have sound business reputations and backgrounds (as more fully described in the General Letter of Recommendation attached as Exhibit A and incorporated by reference); (ii) will be duly life-insurance licensed, appointed to represent Company, and securities-registered (for Registered Products) in compliance with all applicable federal and state laws and regulations, including those of FINRA or other SROs, prior to and during the sale of any Products pursuant to this Agreement; and (iii) will comply with all other applicable federal and state laws and regulations, including those of FINRA or other SROs, and applicable procedures, Ethics Codes, manuals, and other written rules and regulations of Company has as delivered to Producer from time to time, including the provisions of this Agreement. Producer shall take all necessary corporate steps to communicate Company’s rules and regulations to such persons. (f) Producer represents, warrants and covenants that any Subproducer that sells Registered Products shall be an associated person of Broker- Dealer within the meaning of section 3(a)(18) of the Exchange Act. Broker-Dealer agrees that any Agency or Subproducer whom the SEC, FINRA or any other applicable self-regulatory organization bars or suspends from association with Broker-Dealer or any other broker-dealer will be immediately terminated or suspended from all activities related to Registered Products and Company shall be notified immediately in writing of any such bar or suspension. Producer shall provide prompt notice to Company and cease all Product solicitations if it or any Subproducer is barred or suspended from performing insurance or annuity sales by state insurance regulators, FINRA or other state or federal regulators. Producer shall provide to Company prompt notice and a copy of the regulatory findings of any other fines or disciplinary action by FINRA or state or federal regulators involving Producer or any Subproducer. (g) Producer represents, warrants and covenants that it has full power and authority to issue, execute and deliver enter into this Warrant Agreement and to perform its obligations hereunder. (h) Company represents, warrants and covenants that all Products have been filed with and approved by the appropriate insurance departments in compliance with the laws of each state and that Company is licensed to do business by the insurance department of each state. Further, Company represents, warrants and covenants that the Registered Products have been filed and registered as appropriate with the SEC and FINRA and are in compliance with the applicable regulations promulgated under the Exchange Act. Company will, during the term of this Agreement, notify Producer of the issuance by the SEC of any stop order with respect to the registration statement or any amendments thereto or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and offering of the Products and of any other action or circumstance that may prevent the lawful sale of the Products in any state or jurisdiction. (i) Company represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. (j) This Warrant Agreement has been duly authorized issuedauthorized, executed executed, and delivered by the on behalf of Producer and Company and is the constitutes a valid and binding obligation agreement of the Company, parties enforceable in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy bankruptcy, moratorium, insolvency, reorganization or similar other laws relating to affecting or limiting the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, ; (ii) violateas such enforceability is subject to general principles of equity, contravene or result regardless whether such enforceability is considered in a breach proceeding in equity or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or at law; and (iii) require as the consent right of a party to indemnification or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as contribution may be required under applicable securities laws)judicially determined to be unenforceable. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder (i) as soon as practicable, but in any event within 190 days after the financial and other information described in that certain Loan and Security Agreement No. 4561 between end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and Lighthouse Capital Partners V, L.P. dated statement of stockholder’s equity as of March 29the end of such year, 2005and a statement of cash flows for such year, plus, where applicable, comparisons to the annual budget and operating plan approved by the Board of Directors; such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and audited and certified by an independent public accounting firm of nationally or regionally recognized standing selected by the Board of Directors; and (ii) as soon as practicable, but in any event within 30 days after the end of each of the first three quarters of each fiscal year, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, plus, where applicable, quarterly comparisons to the annual budget and operating plan approved by the Board of Directors; such unaudited financial statements to be prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and that fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 40,200,000 shares of Common Stock, of which 8,909,357 (x) 17, 350,000 shares are issued and outstanding outstanding, (y) 323,500 shares have been approved and 185,714 authorized for sale and issuance by the Company (and which, upon issuance, shall be subject to the terms and conditions of applicable restricted stock agreements, and (z) and 200,000 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 25,200,000 shares of Series A Preferred Stock, of which 2,727,273 7,000,000 shares are issued and outstanding shares, (iii) 6,460,675 shares of Series outstanding. Attached hereto as Exhibit B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered is a capitalization table to Holder summarizing the capitalization of the CompanyCompany as of November 1, 2010. At the request of Holder, not more than once Once per calendar quarterquarter and upon request from Holder, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its termsterms subject only to applicable bankruptcy, except as enforceability may be limited by bankruptcy or reorganization, insolvency, moratorium, and similar laws relating to the enforcement of affecting creditors’ rights generally.generally and to general principles of equity, (b) The shares of Preferred Stock Shares issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereofhereof and subject to payment in full of the Purchase Price therefor, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock Shares upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than any such consents that shall have been obtained prior to the date hereof and such notices or filings approvals as may be required under applicable securities lawsupon issuance of the Preferred Shares if the shares of the Company are at such time listed and posted (or quoted) for trading on a stock exchange or quotation system). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, is issued and outstandingoutstanding and the Company has not effected a Public Offering, the Company will provide to the Holder the following financial and other information described information: (i) as long as the Loan Agreement remains in that certain Loan and Security Agreement No. 4561 between the Company force and Lighthouse Capital Partners VVI, L.P., remains the Holder, the information described in the Loan Agreement; or (ii) if the Loan Agreement has been terminated in accordance with its terms, or if Lighthouse Capital Partners VI, L.P. dated as is no longer the Holder, (A) unaudited quarterly balance sheets of March 29the Company (including unaudited statements of income, 2005retained earnings and changes in cash flows of the Company for such quarter and the fiscal year to date) and (B) audited annual balance sheets of the Company (including statements of income, retained earnings and changes in cash flows of the Company, if any, for such year). (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares an unlimited number of Class A Common StockShares, of which 8,909,357 284,237 shares are issued and outstanding and 185,714 shares are reserved a sufficient number will be available for issuance in the event of any conversion into Class A Common Shares of the Preferred Shares issuable upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred StockWarrant, (ii) 2,727,273 shares 15,678 Class B Common Shares, all of Series which are issued and outstanding; (iii) an unlimited number of Class C Common Shares, none of which are issued and outstanding; (iv) an unlimited number of Class D Common Shares issuable in series, none of which are issued and outstanding; (v) an unlimited number of Class A Preferred Stockshares, issuable in series, of which 2,727,273 (a) 175,024 Series 1 Class A Preferred shares are issued and outstanding shares, outstanding; (iiib) 6,460,675 173,913 Series 2 Class A Preferred shares are issued and outstanding; (c) no Series 3 Class A Preferred shares are issued and outstanding; (d) 1,194,471 Series 4 Class A Preferred shares are issued and outstanding; and (vi) and unlimited number of Series Class B Preferred StockShares issuable in series, of which 6,460,675 475,559 Series 1 Class B Preferred Shares are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding sharesoutstanding. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the CompanyCompany as of the date hereof. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock Common Shares and preferred stockPreferred Shares.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) More than one Insurer, Underwriter, Broker-Dealer, or Agency may execute this Agreement at its inception, or by subsequent addition of parties from time to time pursuant to a revised Schedule A. Each such execution shall be deemed to create a new and separate agreement between Insurer, and Underwriter if applicable on the one hand and the Broker-Dealer, and/or Agency if applicable, on the other. The existence of more than one executed Schedule A shall not create any agency relationship or other selling authority between any Insurer that executes one Schedule A, and any Underwriter, Broker-Dealer and/or Agency that executes another Schedule A. No Insurer shall be liable for the obligations or actions of any other Insurer. (b) Underwriter and Broker-Dealer are registered with the SEC as broker-dealers under the Exchange Act, and are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (c) Agency is duly licensed and lawfully authorized under applicable insurance or annuity laws and regulations to market and distribute the Products, as set forth in this Agreement. If Agency only markets and distributes Unregistered Products, the provisions of this Agreement that specifically refer to Registered Products or the requirements of FINRA or SEC shall be inapplicable, except to the extent the laws and regulations governing those agencies contain valid requirements applicable to Unregistered products. (d) Broker-Dealer is duly licensed and lawfully authorized under applicable insurance or annuity laws and regulations to market and distribute the Products. If Broker-Dealer is not so licensed, then Agency is duly licensed and lawfully authorized to market and distribute the Products under applicable insurance or annuity regulations, and an associated person of Broker-Dealer. (e) Producer represents, warrants and covenants that(i) it, and each Subproducer, and any person, or entity employed or contracted with or by Producer or Subproducer in connection with sales of the Products, and/or (ii) any person or entity to whom Producer pays commissions pursuant to this Agreement: (i) will have sound business reputations and backgrounds (as more fully described in the General Letter of Recommendation attached as Exhibit A and incorporated by reference); (ii) will be duly life-insurance licensed, appointed to represent Company, and securities-registered (for Registered Products) in compliance with all applicable federal and state laws and regulations, including those of FINRA or other SROs, prior to and during the sale of any Products pursuant to this Agreement; and (iii) will comply with all other applicable federal and state laws and regulations, including those of FINRA or other SROs, and applicable procedures, Ethics Codes, manuals, and other written rules and regulations of Company has as delivered to Producer from time to time, including the provisions of this Agreement. Producer shall take all necessary corporate steps to communicate Company’s rules and regulations to such persons. (f) Producer represents, warrants and covenants that any Subproducer that sells Registered Products shall be an associated person of Broker-Dealer within the meaning of section 3(a)(18) of the Exchange Act. Broker-Dealer agrees that any Agency or Subproducer whom the SEC, FINRA or any other applicable self-regulatory organization bars or suspends from association with Broker-Dealer or any other broker-dealer will be immediately terminated or suspended from all activities related to Registered Products and Company shall be notified immediately in writing of any such bar or suspension. (g) Producer shall provide prompt notice to Company and cease all Product solicitations if it or any Subproducer is barred or suspended from performing insurance or annuity sales by state insurance regulators, FINRA or other state or federal regulators. Producer shall provide to Company prompt notice and a copy of the regulatory findings of any other fines or disciplinary action by FINRA or state or federal regulators involving Producer or any Subproducer. (h) Producer represents, warrants and covenants that it has full power and authority to issue, execute and deliver enter into this Warrant Agreement and to perform its obligations hereunder. (i) Company represents, warrants and covenants that all Products have been filed with and approved by the appropriate insurance departments in compliance with the laws of each State and that Company is licensed to do business by the insurance department of each State. Further, Company represents, warrants and covenants that the Registered Products have been filed and registered as appropriate with the SEC and FINRA and are in compliance with the applicable regulations promulgated under the Exchange Act. Company will, during the term of this Agreement, notify Producer of the issuance by the SEC of any stop order with respect to the registration statement or any amendments thereto or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and offering of the Products and of any other action or circumstance that may prevent the lawful sale of the Products in any state or jurisdiction. (j) Company represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. (k) This Warrant Agreement has been duly authorized issuedauthorized, executed executed, and delivered by the on behalf of Producer and Company and is the constitutes a valid and binding obligation agreement of the Company, parties enforceable in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy bankruptcy, moratorium, insolvency, reorganization or similar other laws relating to affecting or limiting the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, ; (ii) violateas such enforceability is subject to general principles of equity, contravene or result regardless whether such enforceability is considered in a breach proceeding in equity or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or at law; and (iii) require as the consent right of a party to indemnification or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as contribution may be required under applicable securities laws)judicially determined to be unenforceable. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-lawsbylaws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 63,150,954 shares of Common Stock, of which 8,909,357 2,070,000 shares are issued and outstanding and 185,714 322,095 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 26,512,572 shares of Series A Preferred Stock, of which 2,727,273 26,190,477 are issued and outstanding shares, ; and (iii) 6,460,675 26,190,477 shares of Series B A-1 Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 none are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization or other similar laws relating to of general application affecting the enforcement of creditors’ Holders rights generallyor by general equity principals or public policy concerns. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles 's Certificate of Incorporation or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued In addition to the representations made by Borrower in the Operating Agreement, Borrower makes the following representations and delivered by warranties, which shall be deemed to be continuing representations and warranties in favor of Lender, and covenants and agrees to perform all acts necessary to maintain the Company truth and accepted by each Holder on the basis correctness, in all material respects, of the following representations, warranties and covenants made by the Companyfollowing: (a) The Company Borrower is duly organized or formed, validly existing and in good standing under the Laws of the State of Delaware, has all necessary corporate the legal power and authority to issue, execute and deliver this Warrant own its properties and to perform carry on its obligations hereunderbusiness as now being and hereafter proposed to be conducted. This Warrant has been The Borrower is duly qualified and authorized issued, executed to do business in each jurisdiction in which failure to be so qualified and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generallyauthorized would have a Material Adverse Effect. (b) The shares Borrower is, and at the time of Preferred Stock issuable upon the exercise delivery of this Warrant have been duly authorized and reserved for issuance by its membership certificate of the Company andto the Lender pursuant to Section 4 hereof will be, when issued the sole holder of record and the sole beneficial owner of the Collateral, free and clear of any lien, charge or encumbrance thereon or affecting the title thereto, except for the security interests created by this Agreement and any liens securing unpaid capital contribution obligations to the Company, other than the security interest in accordance with the terms Collateral pledged to Lender under Paragraph 4 hereof. None of the Collateral is subject to any existing or subsequent assignment, will be validly issuedclaim, fully paid and nonassessablelien, pledge, transfer or other security interest of any character, or to any attachment, levy, garnishment or other judicial process or to any claim for set-off, counterclaim, deduction or discount. (c) None of the Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. The issuanceBorrower’s execution, execution delivery and delivery performance of this Warrant Agreement and the pledge of the Collateral hereunder do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant directly or indirectly, violate in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene material respect or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing violation of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). The Collateral shall at all times while this Agreement remains in effect constitute the entire membership interest of the Borrower in the Company. (d) As long as this Warrant is, or any shares The only assets of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued the Borrower is the Collateral and outstanding, the capital contributions from the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement NoBorrower. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized Borrower has no Indebtedness other than the Leverage Loans and unpaid capital contribution obligations to the Company. (e) None of the Collateral is, as of the date of this Agreement, margin stock, and the Borrower shall, promptly after learning thereof, notify the Lender of any of its Collateral which is or becomes margin stock and execute and deliver in favor of the Lender any and all instruments, documents and agreements (including, but not limited to Forms U-1) necessary to cause the pledge of such margin stock to comply with all applicable laws. (f) No consent, approval, authorization or other order of any Person and no consent, authorization, approval, or other action by, and no notice to or filing with, any governmental authority, is required to be made or obtained by the Borrower either (i) for the pledge of its Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Borrower or (ii) for the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement. (g) To the best of the Borrower’s knowledge, information and belief, the pledge of the Collateral to the Lender pursuant to this Agreement will create a valid lien on and a perfected security interest in the Collateral pledged by the Borrower, and the proceeds thereof, securing the payment of the Obligations subject to no other lien, charge, encumbrance or security interest. (h) This Agreement has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms. (i) The Borrower has delivered to Lender true and complete copies of the Operating Agreement and any other agreements pertinent to the Collateral, and such agreements are currently in full force and effect and have not been amended or modified except as disclosed to Lender in writing. (j) Borrower shall not, without the prior written consent of Lender, which consent may be granted or denied in Lender’s sole discretion, further convey, transfer, set over or pledge to any party any of its interests in the Collateral. Borrower agrees to (i) warrant and defend its title to the Collateral and the security interest created by this Agreement against all claims of all persons (other than Lender and persons claiming through Lender), and (ii) maintain and preserve the Collateral and such security interests. (k) Borrower’s Employer Identification Number is 00-0000000 and its principal place of business is located at 0000 00xx Xxxxxx, XX, Xxxxxx Xxxxx, Xxxxxxxxxx XX 00000 . (l) Borrower agrees that it shall not, without at least thirty (30) days’ prior written notification to Lender, move or otherwise change its principal place of business. (m) Borrower shall not exercise any voting rights, or give any approvals, consents, waivers or other ratifications in respect to the Collateral which would violate or contravene, or which would cause or otherwise authorize Borrower to violate or contravene, any provision of this Agreement. (n) Borrower agrees that it shall not permit the Company to: 1. perform any act in violation of the Company consists Operating Agreement or any applicable law or regulation thereunder; 2. dissolve without the Consent of the Lender; 3. file for Bankruptcy, merge or consolidate with any entity (except as authorized herein) or do any other act that would make it impossible to carry on the ordinary business of the Company; 4. assign rights to specific Company property, other than pursuant to the furtherance of the Company purpose; 5. permit the admission of any person to the Company without the Lender’s consent; 6. perform any act that would subject the Lender to any liability in any jurisdiction; 7. confess a judgment against the Company; 8. enter into any business or activity unrelated to the purposes set forth in the Company’s operating agreement; 9. take any action that would (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon cause the exercise of this Warrant Company to lose its status as a Qualified Community Development Entity or (ii) cause a Recapture Event with respect to Common Stock and the conversion Investor Member’s Qualified Equity Investment; 10. sell, assign or otherwise transfer Company Property, as defined in the Company Operating Agreement, except as expressly permitted in the Company Operating Agreement; 11. change the principal place of business of the Preferred Stock into Common Stock if this Warrant is exercised Company; 12. commingle the funds of the Company with those of any other person or entity except that use of a zero balance or clearing account shall not constitute a commingling of funds; 13. sell at any one time or in a series of related transactions all or substantially all of the assets of the Company without the express consent of the Lender; 14. cause the Company to incur any indebtedness other than as expressly permitted by the Company Operating Agreement; 15. lend money to the managing member of the Company or any of its affiliates; 16. redeem or purchase any interests in the Company without the consent of the Lender; 17. employ any Person as an employee of the Company; 18. reinvest any amounts received by the Company in payment of, or for, capital, equity or principal with respect to Preferred Stock, a Qualified Low Income Community Investment without the Lender’s Consent. 19. modify or amend the purpose of the Company as set forth in Section 2.04 of the Company Operating Agreement; 20. engage in any contract for service unless such contract provides for: (i) all services to be rendered pursuant to a written contract that contains a clause allowing termination without penalty on sixty (60) days notice; and (ii) 2,727,273 shares of Series A Preferred Stock, of goods and services to be provided at a cost or the price no greater than that which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of would be charged for such goods or services by independent parties. Any loans made shall be made on commercially reasonable terms similar to those which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing would be received from an unaffiliated lender making the capitalization of same loan under the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockcircumstances.

Representations, Warranties and Covenants. This Warrant is issued Optionholder hereby represents, warrants and delivered by covenants to the Company and accepted by each Holder on the basis that as of the following representations, warranties date of this Agreement and covenants made by as of the CompanyClosing Date: (a) The Company Optionholder has all necessary corporate the requisite power and authority authority, and has taken all actions necessary, to issueauthorize, execute and deliver this Warrant Agreement, and to perform its Optionholder’s obligations hereunder. hereunder and under the Purchase Agreement and the other Transaction Documents. (b) This Warrant has been duly authorized issuedAgreement, when executed and delivered by the Company and is the parties hereto, will constitute a valid and legally binding obligation of the CompanyOptionholder, enforceable against Optionholder in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar laws relating to the enforcement of Laws affecting creditors’ rights generally. (b) The shares and general principles of Preferred Stock issuable upon equity affecting the exercise availability of this Warrant have been duly authorized specific performance and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessableother equitable remedies. (c) The issuanceexecution, execution delivery and delivery performance by Optionholder of this Warrant do not, Agreement and the issuance consummation of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof transactions contemplated hereby do not and will not, : (i) violate or contravene the Company’s Articles or by-lawsconflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, material modification or acceleration (whether after the filing of notice or the lapse of time or both) of any lawright or obligation of Optionholder under, statuteor result in a loss of any benefit to which Optionholder is entitled under, regulation, rule, judgment any Contract to which Optionholder is a party or order applicable to the Company, (ii) violate, contravene violate or result in a breach of or constitute a default under any contract, agreement Law or instrument Governmental Authorization to which the Company Optionholder is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)subject. (d) As long as this Warrant is, or any shares Optionholder holds (of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued record and outstanding, the Company will provide beneficially) and has good and valid title to the Holder Options free and clear of all Liens (other than any community property interest of Optionholder's spouse, in which case Optionholder's spouse shall have executed the financial Spousal Consent attached hereto as Exhibit B and other information described in that certain Loan restrictions on transfer imposed by applicable securities laws). Optionholder has the right to surrender the Options and Security Agreement No. 4561 between has not made any sale or transfer of the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Options. (e) As Except as set forth on Exhibit A, Optionholder has not exercised any of the date hereofOptions, and Optionholder agrees not to exercise any of the authorized capital stock Options on or at any time prior to the Effective Time. (f) Optionholder agrees that the Options listed on Exhibit A represent and true and complete list of all of the outstanding options or other rights to receive Company Units or any other equity interests of the Company consists of held by Optionholder. (ig) 65,500,000 shares of Common StockOPTIONHOLDER HAS REVIEWED THIS AGREEMENT AND THE PURCHASE AGREEMENT, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon AND HAD THE OPPORTUNITY TO CONSULT WITH THE TAX, FINANCIAL AND LEGAL COUNSEL OF OPTIONHOLDER’S CHOOSING REGARDING THIS AGREEMENT, AND HAS DONE SO OR KNOWINGLY DECLINES TO DO SO, AND IS VOLUNTARILY EXECUTING THIS AGREEMENT. (h) If any further action is necessary or desirable to carry out the exercise purposes of this Warrant with respect Agreement, Optionholder agrees to Common Stock take such action as is necessary and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 execute such documents as are issued necessary and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stocklawful.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive pursuant to Section 2 of the Company’s Amended and Restated Investor Rights Agreement if Holder were a “Major Investor” (as defined therein), provided, however, that the Company may exclude from such financial and other information any information that the Company determines in good faith reasonably needs to be excluded to preserve the attorney-client privileges or to protect highly confidential proprietary information. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 123,740,317 shares of Common Stock, of which 8,909,357 [3,503,747] shares are issued and outstanding and 185,714 517,242 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 4,615,385 shares of Series A Seed Convertible Preferred Stock, all of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 36,661,538 shares of Series B A Convertible Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 35,576,923 are issued and outstanding shares, and (viv) 13,887,716 60,517,240 shares of Series D B Convertible Preferred Stock, of which 7,292,127 34,581,278 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by With respect to the exercise of this Warrant, the Company hereby represents, covenants and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Companyagrees: (a) The Company has all necessary corporate power This Warrant is, and authority to issue, execute and deliver any Warrant issued in substitution for or replacement of this Warrant and to perform its obligations hereunder. This Warrant has been shall be, upon issuance, duly authorized and validly issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock All Warrant Shares issuable upon the exercise of this Warrant have been duly authorized pursuant to the terms hereof shall be, upon issuance, and reserved for issuance by the Company andshall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessablenon-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than shall take all such notices or filings actions as may be required under necessary to ensure that all such Warrant Shares are issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities lawsexchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance). (d) As long as this Without in any way limiting Section 5 hereof, the Company shall cause the Warrant isShares, or immediately upon such exercise, to be listed on any shares of Preferred Stock issued domestic securities exchange upon exercise of this Warrant or any which shares of Common Stock issued upon conversion are listed at the time of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005exercise. (e) As of the date hereofThe Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the authorized capital stock issuance or delivery of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance Warrant Shares upon the exercise of this Warrant Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to Common Stock and any applicable withholding or the conversion issuance or delivery of the Preferred Stock into Common Stock if this Warrant is exercised with respect Shares to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding sharesany Person other than the Holder, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued no such issuance or delivery shall be made unless and outstanding shares. Company until the Person requesting such issuance has delivered a capitalization table paid to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changesthe amount of any such tax, if any, or has established to the number satisfaction of outstanding shares of common stock and preferred stockthe Company that such tax has been paid.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: 4.1 The Company covenants that it will at all times from and after the date hereof reserve and keep available such number of its authorized shares of Series A Preferred Stock and Common Stock, $.001 par value, of the Company (a) the "Common Stock"), as will be sufficient to permit, respectively, the exercise of this Warrant in full and the conversion into shares of Common Stock of all shares of Series A Preferred Stock receivable upon such exercise. The Company covenants further that such shares as may be issued pursuant to such exercise and/or conversion will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. 4.2 The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) 4.3 The shares of Series A Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) 4.4 The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Series A Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-lawsbylaws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued (a) Each Junior Creditor and delivered by the Company PEDEVCO represent and accepted by each Holder on the basis of the following representationswarrant to, warranties and covenants made by the Companycovenant with, Senior Creditor that: (ai) As of the date hereof, the principal amount of the Subordinated Indebtedness due to such Junior Credit is set forth on the signature page to this agreement signed by such Junior Creditor and no more, without counterclaim, defense or offset. (ii) The Company Subordinated Note held by such Junior Creditor constitutes the sole instrument and agreement evidencing or governing such Subordinated Indebtedness; true and correct copies of such Subordinated Note have been provided to Senior Creditor. (iii) Prior to the Full Payment and Satisfaction of the Senior Indebtedness, neither PEDEVCO nor such Junior Creditor shall enter into any amendment to or modification of the Subordinated Note held by such Junior Creditor which relates to or affects the principal amount, interest rate, payment terms, events of default or any other material covenant or agreement of PEDEVCO thereunder or in respect thereof, without the prior written consent of Senior Creditor, except to (i) extend the maturity date of such Subordinated Note and (ii) provide for the conversion of all or a portion of the amounts due thereunder into common stock of PEDEVCO. (iv) As of the date hereof, no default or event of default exists or has occurred under such Subordinated Note. (v) Such Junior Creditor has taken all necessary corporate power and authority action to issue, execute and deliver this Warrant Agreement and, with respect to each Junior Credit that is not a natural person, is authorized to execute and to perform its obligations hereunder. deliver this Agreement. (vi) This Warrant has been duly authorized issuedAgreement constitutes the legal, executed and delivered by the Company and is the valid and binding obligation of the Companysuch Junior Creditor, enforceable in accordance with its terms, except as enforceability may be limited by subject to applicable federal and state bankruptcy or similar and insolvency laws relating to affecting generally the enforcement rights of creditors’ rights generally. (bvii) The shares of Preferred Stock issuable upon the exercise execution, delivery and performance of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or Agreement does not contravene the Company’s Articles or by-laws, any law or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company such Junior Creditor is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)properties is bound. (dviii) As long as this Warrant isSuch Junior Creditor will not contest, protest or object to, or take any shares of Preferred Stock issued upon exercise of action that would restrain, hinder, limit, delay, or otherwise interfere with, any Enforcement Action by Senior Creditor, or take any other action that is otherwise prohibited under this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (eix) As Such Junior Creditor is the holder of such Subordinated Indebtedness and has not transferred, whether absolutely or for purposes of security, all or any portion of such Subordinated Indebtedness to any Person. (x) Such Junior Creditor will not assign, transfer or pledge to any other Person any of such Subordinated Indebtedness unless such Person agrees in writing to become bound by the terms of this Agreement. Such Junior Creditor will provide written notice to Senior Creditor in the event any of such Subordinated Indebtedness is assigned, transferred or pledged to any Person. (b) Each Junior Creditor hereby agrees that, notwithstanding the provisions of the date hereof, Subordinated Note held by such Junior Creditor to the authorized capital stock of the Company consists of contrary: (i) 65,500,000 shares Such Junior Creditor consents to PEDEVCO’s grant to Senior Creditor of Common Stocka security interest in the Collateral and agrees that such security interest shall be permitted and shall not result in a breach of or an event of default under such Subordinated Note. (ii) Such Junior Creditor consents to the filing by Senior Creditor of all Uniform Commercial Code and similar financing statements and all mortgages, deeds of which 8,909,357 shares are issued trust or similar agreements, each in form and outstanding substance satisfactory to Senior Creditor, at the appropriate offices to create and 185,714 shares are reserved for issuance upon maintain a valid and perfected first priority security interest in the exercise of this Warrant with respect Collateral and to Common Stock all other actions deemed necessary by Senior Creditor to create and maintain a valid and perfected first priority security interest in the conversion Collateral. (c) Senior Creditor represents and warrants to each Junior Creditor that (i) the Senior Creditor is the holder of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred StockSenior Indebtedness and liens which secure or will secure the Senior Indebtedness, (ii) 2,727,273 shares of Series A Preferred Stockit has full right, of which 2,727,273 are issued power and outstanding shares, authority to enter into this Agreement and (iii) 6,460,675 shares this Agreement constitutes the legal, valid and binding obligation of Series B Preferred StockSenior Creditor, enforceable in accordance with its terms, subject to applicable federal and state bankruptcy and insolvency laws affecting generally the rights of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockcreditors.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005, as amended. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 28,847,292 shares of Common Stock, of which 8,909,357 3,240,108 shares are issued and outstanding and 185,714 shares a sufficient number of which are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Prior Preferred Stock into Common Stock if in the event that this Warrant is exercised with respect to Prior Preferred Stock, (ii) 2,727,273 779,220 shares of Series A Preferred Stock, of which 2,727,273 657,132 are issued and outstanding shares, (iii) 6,460,675 1,845,907 shares of Series B Preferred Stock, of which 6,460,675 1,835,354 are issued and outstanding shares, (iv) 20,551,163 4,815,606 shares of Series C Preferred Stock, of which 16,364,832 4,619,039 are issued and outstanding shares, and (v) 13,887,716 3,989,217 shares of Series D Preferred Stock, of which 7,292,127 3,771,976 are issued and outstanding shares, (vii) 106,122 shares of Series D-1 Preferred Stock, none of which are issued and outstanding shares, (vii) 7,802,775 shares of Series E Preferred Stock, of which 6,829,104 are issued and outstanding shares, and (ix) 257,108 shares of Series E-1 Preferred Stock, none of which are issued and outstanding shares. The Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. , a copy of which is attached hereto as Exhibit B. At the request of Holder, not more than once per calendar quarter, the Company will will 5. provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for filings as may be required under applicable California securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date June 15, 2006 hereof, the authorized capital stock of the Company consists of (i) 65,500,000 51,150,000 shares of Common Stock, of which 8,909,357 6,051,283 shares are issued and outstanding and 185,714 300,578 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 4,228,329 shares of Series A A-1 Preferred Stock, of which 2,727,273 4,228,329 are issued and outstanding shares, ; (iii) 6,460,675 1,198,046 shares of Series A-2 Preferred Stock, of which 1,198,046 are issued and outstanding shares (iv) 3,339,341 shares of Series B Preferred Stock, of which 6,460,675 3,339,341 are issued and outstanding shares, ; (ivv) 20,551,163 28,089,885 shares of Series C Preferred Stock, of which 16,364,832 28,089,885 are issued and outstanding shares, shares and (vvi) 13,887,716 3,400,000 shares of Series D Preferred Stock, of which 7,292,127 2,930,500 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit Bis a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant or any shares of Class A Common Stock issued upon conversion of such shares of Preferred Stock have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Class A Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 1452 between the Company and Lighthouse Capital Partners V, L.P. Lenders dated as of March 29January 27, 20052010, as amended. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the stock purchase agreement applicable to the Preferred Stock if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 35,400,000 shares of Common Stock, $0.001 par value, of which 8,909,357 8,633,560 shares are issued and outstanding and 185,714 205,656 shares are reserved for issuance upon the exercise of this Warrant warrants with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is warrants are exercised with respect to Preferred Stock, (ii) 2,727,273 63,000,000 shares of Class A Common Stock, $0.0001 par value, of which 52,000 shares are issued and outstanding and 259,008 shares are reserved for issuance upon the exercise of warrants with respect to Class A Common Stock and the conversion of the Preferred Stock into Class A Common Stock if warrants are exercised with respect to Preferred Stock, (iii) 12,000,000 shares of Series A Preferred Stock, of which 2,727,273 12,000,000 shares are issued and outstanding, (iv) 10,500,000 shares of Series A-1 Preferred Stock, of which 10,285,788 are issued and outstanding sharesand 205,656 shares are reserved for issuance upon the exercise of warrants with respect to Series A-1 Preferred Stock, (iiiv) 6,460,675 12,500,000 shares of Series B Preferred Stock, of which 6,460,675 12,239,901 are issued and outstanding sharesand 154,699 shares are reserved for issuance upon the exercise of warrants with respect to Series B Preferred Stock, and (ivvi) 20,551,163 6,500,000 shares of Series C Preferred Stock, of which 16,364,832 5,609,954 are issued and outstanding shares, and (v) 13,887,716 shares 30,597 are reserved for issuance upon the exercise of warrants with respect to Series D C Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock Common Stock, Class A Common Stock and all series of preferred stock. In addition, the Company agrees to provide in a timely manner any information reasonably requested by the Holder to enable the Holder and its affiliates to comply with their accounting reporting requirements.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will would not, if issued on the date hereof (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices that has not been obtained, made or filings as may be required under applicable securities laws)waived. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide shall deliver to the Holder of this Warrant or the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as Holder of March 29, 2005. at least fifty percent (e50%) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance Preferred Stock initially issuable upon the exercise of this Warrant with respect to (as adjusted for stock splits, stock dividends and similar events) or shares of Common Stock and the issued upon conversion of such shares: (a) as soon as available, but in any event within thirty (30) days after the Preferred Stock into Common Stock if this Warrant is exercised end of each calendar month, a Company prepared balance sheet, income statement and cash flow statement covering the Company’s operations during such period; (b) commencing with respect to Preferred StockCompany’s 2003 fiscal year, as soon as available, but in any event within one hundred twenty (ii120) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing days after the capitalization end of the Company. At ’s fiscal year or such other time period as is approved by the request Borrower’s Board of HolderDirectors, not more than once per calendar quarter, audited financial statements of the Company will provide Holder prepared in accordance with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.generally accepted

Representations, Warranties and Covenants. This Warrant is issued The Company hereby represents and delivered by the Company and accepted by each Holder on the basis of the following representationswarrants to, warranties and covenants made by the Companyand agrees with, Arabica that: (a) A. The Company has all necessary corporate power execution and authority to issue, execute and deliver delivery of this Warrant and to perform its obligations hereunder. This Warrant Amendment has been duly authorized issuedby all requisite action on the part of the Company. B. The representations and warranties of each member of the Restricted Group contained in the Master Lease and the other Lease/Purchase Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date, executed except to the extent (a) such representations and delivered by warranties expressly relate to an earlier date (and the Company representations and warranties set forth in Section 19(a) and Section 19(q) (relating solely to the Confidential Information Memorandum) of the Master Lease shall be construed to relate only to the date of the Master Lease and to the Closing Date), in which case each such representation and warranty shall be true and correct in all material respects as of such earlier date, and (b) of inaccuracies resulting from transactions permitted under the Lease/Purchase Documents. C. No member of the Restricted Group is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other Person in connection with or as a condition to the execution, delivery or performance of this Amendment. D. This Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy or subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance availability of the shares remedy of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate specific performance or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice other equitable remedy or registration with relief to enforce any person or entity (other than such notices or filings as may be required under applicable securities laws)right thereunder. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant as of the date of issuance of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. If, as a result of an adjustment in the Purchase Price or other adjustment herein, the number of shares of Preferred Stock issuable upon exercise of this Warrant increases, then the Company will undertake to duly authorize and reserve sufficient shares for issuance by the Company, and such shares, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles 's Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As So long as this Warrant ishas not terminated, or any Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. In addition, upon exercise of this Warrant, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if such Holder purchased such number of shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common under such Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Purchase Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 20,000,000 shares of Common Stock, of which 8,909,357 3,510,283 shares are issued and outstanding and 185,714 82,418 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 1,875,000 shares of Series A B Preferred Stock, of which 2,727,273 1,875,000 are issued and outstanding shares, (iii) 6,460,675 1,155,169 shares of Series B C Preferred Stock, of which 6,460,675 1,151,632 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 5,011,173 shares of Series D Preferred Stock, of which 7,292,127 4,857,622 are issued and outstanding shares, (v) 2,690,846 shares of Series E Preferred Stock, of which 2,690,846 are issued and outstanding shares, and (vi) 2,829,671 shares of Series F Preferred Stock, of which 2,747,253 are issued and outstanding shares. Company has delivered Attached hereto as EXHIBIT B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Common Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described required to be provided to the Holder in accordance with Section 6.2 of that certain Loan and Security Agreement No. 4561 4631 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 298, 2005, provided, however, that the Holder’s information rights will be available with respect to any shares of Common Stock issued upon exercise of this Warrant only (A) if and so long as they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or (B) prior to the date such securities have been sold in a transaction exempt from the prospectus delivery requirements of the Securities Act so that all transfer restrictions and legends with respect thereto are removed upon consummation of such sale. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Company’s Series B Convertible Preferred Stock Purchase Agreement dated as of June 6, 2002, if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 40,000,000 shares of Common Stock, of which 8,909,357 7,155,141 shares are issued and outstanding and 185,714 192,307 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred StockWarrant, (ii) 2,727,273 8,293,679 shares of Series A Preferred Stock, of which 2,727,273 8,293,579 are issued and outstanding shares, and (iii) 6,460,675 15,426,936 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 14,552,097 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued The Borrower hereby represents and delivered by the Company and accepted by each Holder on the basis of the following representationswarrants to, warranties and covenants made by and agrees with, the CompanyAgent and the Lenders that: (a) A. The Company has all necessary corporate power execution and authority to issue, execute and deliver delivery of this Warrant and to perform its obligations hereunder. This Warrant Amendment has been duly authorized issuedby all requisite corporate action on the part of the Borrower. B. The representations and warranties of the Borrower and each of the Guarantors contained in the Credit Agreement, executed as amended hereby, and delivered by the Company other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since the Closing Date, no event or circumstance has occurred or existed which could reasonably be expected to have Material Adverse Effect. As of the date hereof and after giving effect to this Amendment, no Potential Default or Event of Default has occurred and is continuing. C. Except for the consent of Senior Noteholders holding at least 51% of the outstanding principal amount of the Notes (as defined in the Note Purchase Agreement) in connection with an amendment to the Note Purchase Agreement to be executed prior to or concurrently herewith, neither the Borrower, nor any of the Guarantors, is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other Person in connection with, or as a condition to, the execution, delivery or performance of this Amendment by such party. D. This Amendment constitutes the legal, valid and binding obligation of the CompanyBorrower, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy or subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to affecting the enforcement rights and remedies of creditors’ rights generallycreditors generally or the application of principles of equity, whether in any action at law or proceeding in equity. (b) E. The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized documents, agreements and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance instruments listed on Exhibit A attached hereto constitute all of the shares agreements for borrowed money (other than capital leases involving consideration in the amount of Preferred Stock upon the exercise of this Warrant less than $5,000,000), including without limitation, all amendments and waivers in accordance connection with the terms hereof will notany such agreement, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company Borrower or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)Subsidiaries is a party. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-lawsbylaws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 105,000,000 shares of Common Stock, of which 8,909,357 2,726,219 shares are issued and outstanding and 185,714 up to 933,333 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, ; (ii) 2,727,273 26,547,619 shares of Series A Preferred Stock, of which 2,727,273 26,190,477 are issued and outstanding shares, ; (iii) 6,460,675 62,000,000 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 59,078,222 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005, as amended. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 28,847,292 shares of Common Stock, of which 8,909,357 3,240,108 shares are issued and outstanding and 185,714 shares a sufficient number of which are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Prior Preferred Stock into Common Stock if in the event that this Warrant is exercised with respect to Prior Preferred Stock, (ii) 2,727,273 779,220 shares of Series A Preferred Stock, of which 2,727,273 657,132 are issued and outstanding shares, (iii) 6,460,675 1,845,907 shares of Series B Preferred Stock, of which 6,460,675 1,835,354 are issued and outstanding shares, (iv) 20,551,163 4,815,606 shares of Series C Preferred Stock, of which 16,364,832 4,619,039 are issued and outstanding shares, and (v) 13,887,716 3,989,217 shares of Series D Preferred Stock, of which 7,292,127 3,771,976 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding (vii) 106,122 shares of common stock Series D-1 Preferred Stock, none of which are issued and preferred stock.outstanding

Representations, Warranties and Covenants. This Warrant is issued 9.1. Each party represents and delivered by warrants to the Company and accepted by each Holder other party that, on the basis date hereof and as of the following representationsEffective Time, warranties and covenants made by the Companythat: (a) The Company it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (b) it has all necessary requisite corporate power and authority to issue, execute and deliver enter into this Warrant Agreement and to perform consummate the Merger; (c) compliance by it with all provisions of this Agreement will not conflict with or result in a breach or violation of any understanding or agreement to which it is bound or subject and will not result in any violation of its obligations hereunder. This Warrant Certificate of Incorporation or By-laws or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by it of the transactions contemplated in this Agreement; (d) this Agreement has been duly authorized issuedauthorized, executed and delivered by it and (assuming the Company due authorization, execution and is delivery hereof, by the other party) constitutes its valid and binding obligation of the Companyobligation, enforceable in accordance with its terms, subject as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought at a proceeding at law or equity); and (e) it is not subject to or obligated under any contract, license, franchise or permit, or, subject to any order or decree, which would be breached, violated, or exceeded by the execution and performance of this Agreement by it. 9.2. Holding represents and warrants to PRLC on the date hereof and as of the Effective Time, that: (a) except as enforceability may be limited contemplated by bankruptcy or similar laws relating this Agreement, (i) it has not, prior to the enforcement Transfer Closing Date, engaged in any business other than (A) holding partnership interests in GS Capital Partners PRL Holding II, L.P., a Delaware limited partnership ("Holding II LP") which partnership has been liquidated, (B) from and after the liquidation of creditors’ rights generallyHolding II LP, holding partnership interests in Enterprises, Polo and Womenswear and (C) holding indebtedness of Enterprises and (ii) it has no assets other than such partnership interests. (b) The shares it has no liabilities or obligations of Preferred Stock issuable upon any kind (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due), except for (i) indebtedness held by GSCP which will either be contributed to the exercise capital of Holding or repaid prior to the Effective Time and (ii) liabilities for current taxes not yet due. 9.3. In furtherance of the representations and warranties made by the parties in the Subscription Agreement, GSCP represents and warrants to PRLC on the date hereof and as of the Effective Time, that: (a) it or its representatives has had an opportunity to ask questions of and receive answers from officers of PRLC, or a person or persons acting on its behalf, concerning the terms and conditions of this Warrant have been duly authorized investment; (b) it is an "accredited investor" as such term is defined in Regulation 501 promulgated under the Securities Exchange Act of 1934, as amended, and reserved for issuance by has such knowledge and experience in financial and business matters to evaluate the Company and, when issued risks of investment in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.PRLC; (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon common stock of PRLC issuable to it in the exercise Merger are being purchased by it for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof other than in the Offering; and (d) it has no present plan or intention to sell, exchange or otherwise dispose of this Warrant any shares of common stock of PRLC received in accordance the Merger except as contemplated by the registration statement of PRLC on file with the terms hereof Securities and Exchange Commission on the date hereof. 9.4. GSCP will not, (iwithin two years of the Effective Time, sell, exchange or otherwise dispose of a number of shares of common stock of PRLC received in the Merger that would reduce its ownership of common stock of PRLC that it received in the Merger to a number of shares having a value, as of the date of the Merger, of less than 50 percent of the value of all of the formerly outstanding capital stock of Holding as of the date of the Merger. The parties acknowledge that this restriction may be satisfied by GSCP concurrently with the restriction on GSCP and certain other parties contained in Section 4.1(b) violate of the Stockholders Agreement dated the date hereof among GSCP and certain other parties. Notwithstanding the foregoing, in no event shall the provisions of this Section 9.4 prohibit the sale, exchange or contravene the Company’s Articles other disposition in connection with any business combination transaction or by-laws, or any law, statute, regulation, rule, judgment or order applicable other acquisition of PRLC as a result of which no party to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company Subscription Agreement or any of its assets are bound or (iii) require the consent or approval of or the filing of affiliates holds any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockof PRLC.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) A. The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) B. The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) C. The issuance, execution and delivery of or this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, not (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable except for the filing of notice pursuant to federal and state securities laws)laws which, if required, the Company covenants and agrees to file within the prescribed period. (d) As D. So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under the Series D Preferred Stock Purchase Agreement if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (e) E. As of the date hereof, the authorized capital stock of the Company consists will consist of (ia) 65,500,000 23,400,000 shares of Common Stock, 11,686,578 shares of which 8,909,357 are issued and outstanding, and 11,250 are reserved for future issuance to Lighthouse Capital Partners III, L.P. pursuant to warrants issued in connection with an equipment lease financing of the Company and 6,619,782 shares of which are reserved for future issuance upon the exercise of options granted pursuant to the Company's 1997 Equity Incentive Plan, and (b) 14,312,498 shares of Preferred Stock (i) 1,458,621 of which are designated Series A, of which 1,458,620 are issued and outstanding, (ii) 3,030,303 of which are designated Series B, all of which are issued and outstanding, (iii) 4,699,155 of which are Series C, 4,684,011 of which are issued and outstanding and 185,714 shares 21,635 of which are reserved for future issuance upon to Silicon Valley Bank pursuant to warrants issued in connection with a bridge loan to the exercise Company, and (iv) 5,124,419 of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of which are designated Series A Preferred StockD, of which 2,727,273 5,189,282 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, and 66,038 of which 6,460,675 are reserved for future issuance to Silicon Valley Bank pursuant to warrants issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding sharesin connection with a bridge loan to the Company. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each the Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generallyand (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices any applicable consents, approvals or filings as may securities laws filings, which will be required under applicable securities lawsobtained or filed in a timely manner). (d) As So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under Section 2.1 of the Amended and Restated Investor Rights Agreement (the “Amended Rights Agreement”) applicable to the Preferred Stock if Holder were a holder of that certain Loan and Security Agreement No. 4561 between number of shares issuable upon full exercise of this Warrant; provided the Company and Lighthouse Capital Partners V, L.P. dated as rights under this Section 14(d) shall terminate upon the initial Public Offering of March 29, 2005the Company’s securities. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 55,000,000 shares of Common Stock, of which 8,909,357 8,891,051 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockoutstanding, (ii) 2,727,273 14,444,551 shares of Series A Preferred Stock, of which 2,727,273 14,262,748 are issued and outstanding shares, shares and (iii) 6,460,675 19,000,000 shares of Series B Preferred Stock, of which 6,460,675 18,333,333 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding sharesoutstanding. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current summary capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, reorganization or other similar laws relating to of general application affecting the enforcement of creditors’ Holder’s rights generallyor by general equity principles or public policy concerns. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Amended and Restated Certificate of Incorporation or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) A. As of the date hereof, the authorized capital stock Client is not in possession of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant any material1 non-public information with respect to Common Stock the Issuer or the Securities. Client represents and warrants that the Plan is being entered into in good faith and is not part of a plan or scheme to evade the prohibitions of Rule 10b5-1. B. While the Plan is in effect, the Client will at all times act in good faith and will not take any action or omit to take any action intended to evade the prohibitions of Rule 10b5-1. C. Client agrees not to communicate, directly or indirectly, any material non-public information relating to the Securities or the Issuer to any employee of Broker or its affiliates who is involved, directly or indirectly, in executing the Plan at any time while the Plan is in effect. Client acknowledges that Broker and its affiliates may from time to time possess material non-public information relating to the Securities or the Issuer and are under no obligation to disclose that information to Client. D. Client’s execution of this Plan or any amendment hereto, as the case may be, and the conversion purchases contemplated hereby does not and will not violate or conflict with the Client’s certificate of incorporation or by-laws or, if applicable, any similar constituent document, or any law, rule regulation or agreement binding on or applicable to the Client or any of its subsidiaries or any of its or their property or assets. E. Client acknowledges that Client is solely responsible for making any necessary disclosures and/or complying with any reporting requirements under and otherwise complying with Sections 13 and 16 of the Preferred Stock into Common Stock if this Warrant is exercised Exchange Act, Rule 144 (“Rule 144”) and Regulation S-K of the Securities Act of 1933 (the “Securities Act”) and other applicable laws, rules and regulations. Client acknowledges that neither Broker nor any of its affiliates has advised it with respect to Preferred Stockany legal, (ii) 2,727,273 shares regulatory, tax, accounting or economic consequences arising from the Plan or any transactions under the Plan. If applicable, Broker agrees to conduct all sales transactions in accordance with the manner of Series A Preferred Stock, sale requirement of which 2,727,273 are issued Rule 144 and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing in no event shall Broker effect any Sale if such sale would exceed the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockthen applicable volume limitations under Rule 144.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan Agreement, provided, however, the obligations to provide financial and Security Agreement No. 4561 between other information shall terminate upon the Company and Lighthouse Capital Partners V, L.P. dated as consummation of March 29, 2005a Public Offering. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 32,582,244 shares of Common Stock, of which 8,909,357 3,686,766 shares are issued and outstanding and 185,714 237,638 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 4,775,000 shares of Series A Preferred Stock, all of which 2,727,273 are issued and outstanding shares, ; (iii) 6,460,675 11,171,273 shares of Series B Preferred Stock, of which 6,460,675 10,527,780 are issued and outstanding shares, ; and (iv) 20,551,163 8,300,000 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 7,994,548 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:: Zoosk, Inc. Warrant (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been or will be duly authorized and reserved for issuance by the Company when exercisable and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or (1) the notice filings required by Rule 503 under the 1933 Act, and Section 25102.1 of the California Corporate Securities Law of 1968, as may be required under applicable securities laws)amended, and (2) the Company consents requirements with respect to the amendment of the Rights Agreement contemplated in Section 15 below. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners VVI, L.P. dated August 23, 2010, as amended, provided that the rights set forth in this Section 14(d) shall terminate and be of March 29no further force or effect upon (1) the consummation of the sale of the Company’s securities pursuant to a registration statement filed by the Company under the 1933 Act in connection with the firm commitment underwritten offering of its securities to the general public or (2) subject to the survival of this Warrant pursuant to Section 7, 2005the consummation of a merger or consolidation of the Company that is effected (i) for independent business reasons unrelated to extinguishing such rights and (ii) for purposes other than (A) the reincorporation of the Company in a different state or (B) the formation of a holding company that will be owned exclusively by the Company’s stockholders and will hold all of the outstanding shares of capital stock of the Company’s successor. (e) As So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of the date hereof, the authorized capital stock that number of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance issuable upon the full exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant Warrant. (f) Attached hereto as Exhibit B is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder Holder, upon request, with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis (a) Each of the following representationsGuarantors represents and warrants to, warranties and covenants made by with, the CompanyPurchaser, as of the date of this Guaranty, and shall be deemed to restate as of each Purchase Date, that: (ai) The Company It is duly organized, validly existing and in good standing as a corporation, partnership or limited liability company under the laws of the jurisdiction of its organization, and is duly qualified to do business and is in good standing in all jurisdictions in which the character of its Property, the nature of its business or the performance of its obligations under any agreement to which it is a party or is bound makes such qualification necessary, except where the failure to so qualify will not, and could not reasonably be extended to, have a Material Adverse Effect. (ii) It’s execution and delivery of, performance under and compliance with this Guaranty will not violate it’s Governing Documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material Contractual Obligation, Indebtedness or Guarantee Obligation to which it is a party or by which it is bound. (iii) It has all necessary corporate the full power and authority to issueenter into and consummate all transactions contemplated by this Guaranty, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issuedthe execution, delivery and performance of this Guaranty, and has duly executed and delivered by the Company and is the valid this Guaranty. (iv) This Guaranty constitutes a valid, legal and binding obligation of the Companyeach Guarantor, enforceable against it in accordance with its termsthe terms hereof, except as enforceability may be limited by bankruptcy or similar laws relating subject to (A) Insolvency Laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) It is not in violation of, and its execution and delivery of, performance under and compliance with this Guaranty shall not constitute a violation of, its Governing Documents, any Applicable Law, any order or decree of any court or arbiter, or any order, regulation or demand of any Governmental Authority. (vi) No consent, approval, authorization or order of any Governmental Authority is required for the consummation by it of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (vii) No litigation is pending or, to the best of each of the Guarantor’s knowledge, threatened against it that, if determined adversely to it, would prohibit any of the Guarantors from entering into this Guaranty or that, in each of the Guarantor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of it to perform its obligations under this Guaranty or the financial condition of it. (viii) None of the Guarantors or the Seller or any principal or owner of the Seller has ever been convicted of a crime or is the subject of any currently pending or threatened criminal proceeding. (ix) None of the Guarantors is the subject of any Insolvency Proceeding. (x) Each of the Guarantors is an Affiliate of the Seller, is the owner of a direct or indirect interest in the Seller, and has received or will receive direct or indirect benefit from and adequate consideration for the making of this Guaranty with respect to the Guarantee Liabilities. (xi) The recitals to this Guaranty are true and correct. (b) Each of the Guarantors further represents and warrants to the Purchaser that it is familiar with and has independent knowledge of, and has reviewed the books and records regarding, the Seller’s financial condition and affairs and the value of the Purchased Items and represents and agrees that it will keep so informed while this Guaranty is in force; provided, however, each of the Guarantors acknowledges and agrees that it is not relying on such financial condition or collateral as an inducement to enter into this Guaranty. The shares Guarantors agree that the Purchaser shall have no obligation to investigate the financial condition or affairs of Preferred Stock issuable upon the exercise Seller for the benefit of this Warrant have been duly authorized and reserved for issuance by the Company andGuarantors or to advise the Guarantors of any matter relating to or arising under the Repurchase Agreement or any of the other Repurchase Documents or any fact respecting, when issued in accordance or any change in, the financial condition or affairs of the Seller that might come to the knowledge of the Purchaser at any time, whether or not the Purchaser knows or believes or has reason to know or believe that any such fact or change is unknown to the Guarantors or might (or does) materially increase the risk of any of the Guarantors as guarantors or might (or would) affect the willingness of any of the Guarantors to continue as guarantors with respect to the terms hereof, will be validly issued, fully paid and nonassessableGuarantee Liabilities. (c) Each of the Guarantors further represents and warrants to the Purchaser that the financial statements (if any) and other financial information (if any) of the Guarantors delivered to the Purchaser prior to the Closing Date are true and correct and fairly represent in all material respects the financial condition of the Guarantors on the date of the delivery of such information and that there has been no Material Adverse Effect since such date. (d) Each of the Guarantors hereby agrees that (i) it shall deliver to the Purchaser all financial statements, certifications and other information and documents required under the Repurchase Agreement and any other Repurchase Document and such other financial information as the Purchaser may from time to time reasonably require and that such financial statements and other information shall be true and correct and fairly represent in all material respects the financial condition of each Guarantor and its Subsidiaries on the date of delivery; (ii) it will not sell, assign, transfer or otherwise convey, in a single transaction or in a series of transactions, any material asset or portion of a material asset which would (A) result in a Material Adverse Effect or (B) violate the Repurchase Documents; (iii) it shall cause the Seller to comply with each and every agreement, obligation, duty and covenant under the Repurchase Documents and, to the extent the Seller does not fulfill its agreements, obligations, duties and covenants under the Repurchase Documents, the Guarantors shall fulfill the same; (iv) it shall perform on each and every agreement, obligation, duty and covenant that it has agreed to perform under any Repurchase Document and (v) it shall take all actions reasonably required by the Purchaser to maintain the Purchaser’s first priority perfect security interest in the Purchased Items and the Pledged Collateral. (e) Each of the Guarantors represents and warrants that (i) it has received a valuable consideration, fair value, fair consideration or reasonable equivalent value for the Guarantee Liability, and (ii) the Guarantee Liability (A) will not render the Guarantors not Solvent, (B) will not leave the Guarantors with an unreasonably small amount of capital to conduct its business, or (C) will not cause the Guarantors to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature. (f) The issuancerepresentations, warranties and covenants of the Guarantors set forth in this Section 9 shall survive the execution and delivery of this Warrant do not, Guaranty and shall inure to the issuance benefit of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As Persons for whose benefit they were made for so long as this Warrant isGuaranty is in effect. Upon discovery by any party hereto of a breach of any such representations, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued warranties and outstandingcovenants, the Company will provide party discovering such breach shall give prompt written notice thereof to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005other. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 5271 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29June 7, 20052006. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 50,400,000 shares of Common Stock, of which 8,909,357 5,353,660 shares are issued and outstanding and 185,714 499,535 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 10,650,000 shares of Series A Preferred Stock, all of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 7,751,935 shares of Series B Preferred Stock, all of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 4,416,961 shares of Series C Preferred Stock, all of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 4,523,683 shares of Series D Preferred Stock, all of which 7,292,127 are issued and outstanding shares and (vi) 5,800,000 shares of Series E Preferred Stock, of which 5,203,500 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of HolderUpon request, not but in no event more often than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 20,000,000 shares of Common Stock, of which 8,909,357 1,209,500 shares are issued and outstanding 8,181,210 shares are reserved for issuance upon conversion of the Preferred Stock, and 1,773,002 shares of which have been reserved for issuance under the Company’s 2006 Omnibus Securities and Incentive Plan; and (ii) 8,181,210 shares of Preferred Stock, consisting of 1,000,000 shares designated as Series A-1 Preferred Stock, all of which are issued and outstanding; 1,084,000 shares designated as Series A-2 Preferred Stock, all of which are issued and outstanding; 930,000 shares designated as Series A-3 Preferred Stock, of which 915,000 shares are issued and outstanding and 185,714 15,000 shares are have been reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 warrants; 873,390 shares of designated as Series A A-4 Preferred Stock, of which 2,727,273 858,369 shares are issued and outstanding shares, (iii) 6,460,675 and 15,021 shares have been reserved for issuance upon the exercise of a warrants; 1,027,397 shares designated as Series B Preferred Stock, all of which 6,460,675 are will be issued and outstanding sharesoutstanding, (iv) 20,551,163 and 3,266,423 shares of designated as Series C Preferred Stock, 3,102,190 of which 16,364,832 are issued and outstanding sharesoutstanding, and (v) 13,887,716 164,234 shares of Series D Preferred Stock, which have been reserved for issuance upon the exercise of which 7,292,127 are issued and outstanding shareswarrants (including this Warrant). Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued The Grantor represents and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:warrants as follows. (a) The Company Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; the Grantor has all necessary corporate the lawful power and authority to issue, execute and deliver this Warrant own its properties and to perform its obligations hereunder. This Warrant has been duly authorized issuedengage in the businesses it conducts, executed and delivered by the Company and is duly qualified and in good standing as a foreign corporation in the valid and binding obligation of jurisdictions wherein the Company, enforceable in accordance with failure to so qualify would have a material adverse effect on the Grantor or its terms, except as enforceability may be limited by bankruptcy business or similar laws relating to the enforcement of creditors’ rights generallyprospects. (b) The shares Grantor is not in default with respect to any of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do notits existing indebtedness, and the issuance of the shares of Preferred Stock upon the exercise making and performance of this Warrant in accordance Agreement will not (immediately or with the terms hereof will notpassage of time, the giving of notice, or both): (i) violate or contravene the Company’s Articles or articles of incorporation, by-laws, laws or other organizational of the Grantor or violate any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene laws or result in a breach or default under any contract, agreement agreement, or instrument to which the Company Grantor is a party or by which the Company Grantor or any of its assets are bound property is bound; or (ii) result in the creation or (iii) require the consent or approval of or the filing imposition of any notice security interest in, or registration with lien or encumbrance upon, any person or entity (of the assets of the Grantor, other than such notices or filings as may be required under applicable securities laws)in favor of the Secured Party. (c) The Grantor has the power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all actions necessary to authorize the execution, delivery, and performance of this Agreement. (d) As long as this Warrant isThis Agreement is valid, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock arebinding, issued and outstanding, the Company will provide to the Holder the financial and other information described enforceable in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005accordance with its terms. (e) As The chief place of business and chief executive office of the date hereofGrantor and the office where the Grantor keeps its records concerning the Collateral, are located at 0000 Xxxxxxxxxxx Xxx, Xxxx Xxxx, Xxxxxxxxxx 00000. (f) The Grantor is, or as soon as practicable following the Closing will be, the authorized capital stock legal and beneficial owner of the Company consists Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement and Permitted Liens. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Secured Party relating to this Agreement and Permitted Liens. As used herein, “Permitted Liens” means (i) 65,500,000 shares liens to secure taxes, assessments or charges not yet due or which are being contested in good faith and by appropriate proceedings and for which adequate reserves are maintained; (ii) carriers’, mechanics’, warehousemen’s artisans’, repairmen’s or similar liens arising in the ordinary course of Common Stockbusiness which are not overdue or which are being contested in good faith and by appropriate proceedings and for which adequate reserves are maintained; and (iii) liens and encumbrances which (A) existed on property acquired by the Grantor before the time of its acquisition and was not created in anticipation of such event, or (B) were taken or retained by the seller of which 8,909,357 shares are issued such property to secure all or part of its price or created solely for the purpose of securing indebtedness representing, or incurred to finance or refinance the cost of such property; provided that no such Lien shall extend to or cover any property of the Grantor other than the property so acquired and outstanding improvements on such property. (g) This Agreement creates a valid and 185,714 shares are reserved for issuance upon perfected first priority security interest in the exercise of this Warrant Collateral (other than with respect to Common Stock and Permitted Liens given priority as a matter of law), securing the conversion payment of the Preferred Stock into Common Stock if Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. (h) No consent of any other person or entity and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the grant by the Grantor of the assignment and security interest granted hereby or for the execution, delivery or performance of this Warrant is exercised with respect to Preferred StockAgreement by the Grantor, (ii) 2,727,273 shares for the perfection or maintenance of Series A Preferred Stock, the assignment and security interest created hereby (including the first priority nature of which 2,727,273 are issued such assignment and outstanding shares, security interest) or (iii) 6,460,675 shares except as required by applicable law, for the exercise by the Secured Party of Series B Preferred Stock, its rights and remedies hereunder. (i) There are no conditions precedent to the effectiveness of which 6,460,675 are issued and this Agreement that have not been satisfied or waived. (j) Grantor shall pay Secured Party a risk bearing commission as a Guarantee Fee (hereinafter called “Guarantee Fee”) at the rate of 0.5625% per year on the outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization amount of the Companyprincipal amount of the LOAN, as specified in the Guaranty Agreement. (k) The Guarantee Fee shall be paid by Grantor in arrears on each Interest Payment Date (as such term is defined in the Guaranty Agreement) for the period commencing either on and including the date of the First Draw-Down, or on and including the immediately preceding Interest Payment Date up to and including the date immediately preceding such relevant Interest Payment Date, as specified in the Guaranty Agreement. (l) The Guarantee Fee shall accrue daily and shall be computed on the basis of a year of three hundred and sixty (360) days and the actual number of days elapsed. (m) Guarantee Fee payments shall be made by wire transfer by Grantor to Secured Party in US Dollars to Secured Party’s Account No. At 403-401 with The Sanwa Bank, Limited, Osaka Head Office. (n) Any taxes, charges, or other expenses with respect to each Guarantee Fee payment made to Secured Party by Grantor shall be borne by Grantor. Nevertheless, Grantor may deduct withholding tax duly levied on Guarantee Fee payments to the request extent that a tax credit will be obtained by such party under the convention for the avoidance of Holderdouble taxation between the governments of U.S.A. and Japan. Grantor shall secure for Secured Party a tax receipt acceptable to Japanese tax authorities for said tax purpose and will send it to Secured Party within thirty (30) days after such payment. (o) During the term of the LOAN, not more as specified in the Guaranty Agreement, Grantor shall maintain the following financial covenants, as measured on a quarterly basis as of the last day of each fiscal quarter of Grantor from financial data publicly reported in Grantor’s Form 10-Q and Form 10-K Reports filed with the Securities and Exchange Commission, or from supporting data for such reports: (1) Minimum Quick Ratio: 1.00 to 1.00 Minimum Quick Ratio is defined as Cash and Equivalents plus Short Term Investments plus Accounts Receivables to Total Current Liabilities. (2) Minimum Tangible Net Worth: $24,000,000 and to increase annually by 50% of annual Net After Tax Profits, such increases to be cumulative. Grantor shall remain profitable in each fiscal year. Tangible Net Worth is defined as Stockholders Equity plus Subordinated Debt minus Intangible Assets (including Goodwill, Patents and Licenses). Net After Tax Profits is defined as Net Operating Income minus recorded Tax Provision for the period, excluding any extraordinary adjustments due to changes in accounting rules as provided by the Financial Accounting Standard Board or for recording of Net Operating Loss Carryforward or other tax assets or liabilities relating to prior year results or activities. Maximum Debt to Tangible Net Worth ratio: 0.65 to 1.00 Debt is defined as Total Liabilities minus Subordinated Debt. Grantor shall provide to Secured Party a quarterly certificate, signed by a responsible officer of Grantor, together with a copy of the current quarter’s Form 10-Q Report as early as reasonably possible but no later than once per calendar sixty (60) days following the last day of the fiscal quarter, or following the Company will provide Holder with end of Grantor’s fiscal fourth quarter, a current capitalization table indicating changescopy of the Form 10-K Report, if anyas early as reasonably possible but no later than one hundred and twenty (120) days following the last day of the fiscal quarter. (p) In the event of any actual or expected default by Grantor in any payment of principal or interest on the LOAN or of any actual or expected default by Grantor in any financial covenants in Section 3(o), Grantor shall immediately give a written notice of such actual or expected default to Secured Party. Such notice shall include detailed information on the number of outstanding shares of common stock LOAN including the payment amount and preferred stockdue date for the payment which is or may become in default.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.and

Representations, Warranties and Covenants. This Warrant is issued Each Borrower and delivered by the Company each Guarantor, jointly and accepted by each Holder on the basis of the following severally, individually and collectively, represents, warrants and covenants with and to Lender as follows, which representations, warranties and covenants made are continuing and shall survive the execution and delivery hereof, the truth and accuracy of, or compliance with each, together with the representations, warranties and covenants in the other Financing Agreements, 3 being a continuing condition of the making or providing of any Loans or Letter of Credit Accommodations by the Company:Lender to Borrowers. (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. 5.1 This Warrant Amendment has been duly authorized issuedauthorized, executed and delivered by Borrowers and Guarantors, and the Company agreements and is the obligations of Borrowers and Guarantors contained herein constitute legal, valid and binding obligation obligations of the Company, Borrowers and Guarantors enforceable against Borrowers and Guarantors in accordance with its their respective terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon 5.2 Neither the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and Amendment or the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-lawsSale Documents, or any lawother agreements, statutedocuments or instruments in connection herewith or therewith, regulationnor the consummation of the transactions herein or therein contemplated, rule, judgment nor compliance with the provisions hereof or thereof are in contravention of any law or regulation or any order or decree of any court or governmental instrumentality applicable to the CompanyBorrowers or Guarantors or any of their respective Subsidiaries in any respect, (ii) violate, contravene or conflicts with or result in the breach of, or constitutes a breach or default in any respect under any contractmortgage, deed of trust, security agreement, agreement or instrument to which the Company any Borrower or Guarantor is a party or by may be bound, or violates any provision of the Certificates of Incorporation or By-Laws of Borrowers or Guarantors. 5.3 No Event of Default or act, condition or event which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any with notice or registration with any person passage or entity (other than such notices time or filings as may be required under applicable securities laws)both would constitute an Event of Default, exists or has occurred and is continuing. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for filings as may be required under applicable California securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date June 15, 2006 hereof, the authorized capital stock of the Company consists of (i) 65,500,000 51,150,000 shares of Common Stock, of which 8,909,357 6,051,283 shares are issued and outstanding and 185,714 300,578 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 4,228,329 shares of Series A A-1 Preferred Stock, of which 2,727,273 4,228,329 are issued and outstanding shares, ; (iii) 6,460,675 1,198,046 shares of Series A-2 Preferred Stock, of which 1,198,046 are issued and outstanding shares (iv) 3,339,341 shares of Series B Preferred Stock, of which 6,460,675 3,339,341 are issued and outstanding shares, ; (ivv) 20,551,163 28,089,885 shares of Series C Preferred Stock, of which 16,364,832 28,089,885 are issued and outstanding shares, shares and (vvi) 13,887,716 3,400,000 shares of Series D Preferred Stock, of which 7,292,127 2,930,500 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each the Holder on the basis of the following representations, warranties and covenants made by the Company: (a) A. The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, terms except as enforceability may be limited by bankruptcy or similar applicable bankruptcy, insolvency, fraudulent conveyance and other laws relating to affecting the enforcement of creditors’ ' rights generallyand remedies generally and the availability of equitable remedies may be limited. (b) B. The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) C. The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for blue sky filings as may that will be required under applicable securities laws)filed in a timely manner. (d) As D. So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under the Series A Preferred Stock Purchase Agreement if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (e) E. As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 30,000,000 shares of Common Stock, of which 8,909,357 10,980,000 shares are issued and outstanding and 185,714 5,780,000 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 6,000,000 shares of Series A Preferred Stock, of which 2,727,273 5,750,000 are issued and outstanding shares, (iii) 6,460,675 shares and 30,000 shares are reserved for issuance upon the exercise of Series this Warrant. Attached hereto as Exhibit B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarterincluding, without limitation, the Company will provide Holder with a current capitalization table indicating changes, if any, to Conversion Price of the number of outstanding shares of common stock and preferred stockSeries A Preferred Stock.

Representations, Warranties and Covenants. This Warrant A. The Borrower represents and warrants to the Lender that, except as otherwise disclosed and approved by Lender: 1. Each Borrower has been duly organized and is issued and delivered by validly existing as (i) with respect to ACT, a real estate investment trust duly organized under the Company and accepted by each Holder on the basis laws of the following representationsState of Texas, warranties (ii) with respect to AMREIT I, a corporation duly organized and covenants made by in good standing under the Company:laws of the State of Delaware, and (iii) with respect to AMREIT II, a corporation duly organized and in good standing under the laws of the State of Nevada. 2. Each Borrower is duly licensed or is otherwise qualified in each state in which it transacts business to the extent required under applicable law except where the failure to take such action would not (aeither individually or in the aggregate) The Company have a Material Adverse Effect and is not in default of such state's applicable laws, rules and regulations. Each Borrower has all necessary corporate the requisite power and authority and legal right to issueown and granx x xxxx xx all of its right, title and interest in and to the Collateral, and to execute and deliver deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Warrant Agreement, the Custodial Agreement and the Secured Note. 3. At all times after the Custodian has received a Pledged Eligible Asset from the Borrower and until payment in full of the Loan, a Borrower will not knowingly and intentionally commit any act in violation of applicable laws, or regulations promulgated with respect thereto. 4. Each Borrower is solvent and no condition exists under any mortgage, borrowing agreement or other instrument or agreement pertaining to perform indebtedness for borrowed money to which any Borrower is a party which (either individually or in the aggregate) has caused, or would be reasonably likely to cause, a Material Adverse Effect, and the execution, delivery and performance by the Borrowers of this Agreement, the Secured Note and the Custodial Agreement do not conflict with any term or provision of the declaration of trust or certificate of incorporation, as applicable, or by-laws of the Borrowers or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to the respective Borrowers of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Borrowers and will not result in any violation of any such mortgage, instrument or agreement. 5. All financial statements or certificates of any Borrower, any Affiliate of the Borrowers or any of its officers furnished to the Lender are true and complete in all material respects and do not omit to disclose any material liabilities or other facts relevant to the Borrowers' or such Affiliate's condition. All such financial statements (other than any financial statements prepared to show Borrower's taxable income) have been prepared in accordance with GAAP; provided, that interim financial statements shall not be required to and may not include footnotes. 6. No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by any Borrower of this Agreement, the Secured Note or the Custodial Agreement. 7. Except as otherwise disclosed to and approved by Lender prior to the Initial Advance or disclosed to Lender for clause (C) below, there is no action, proceeding or investigation pending with respect to which any Borrower has received service of process or, to the best of any Borrower's knowledge, threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, the Secured Note or the Custodial Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Secured Note or the Custodial Agreement, or (C) which if determined against any Borrower would materially and adversely affect the validity or collectability of the Pledged Eligible Assets or the performance by the Borrower of its obligations hereunderunder, or the validity or enforceability of, this Agreement, the Secured Note or the Custodial Agreement. 8. Except as otherwise disclosed to and approved by Lender prior to the Initial Advance, and, after the Initial Advance, as disclosed to Lender from time to time (and subject to Lender's rights hereunder to declare a Collateral Deficiency Situation), there is no action, proceeding or investigation pending with respect to which any Borrower has received service of process, or to the best of Borrower's knowledge, threatened against it before any court, administrative agency or other tribunal challenging the enforceability of any material mortgage loan document relating to a Pledged Eligible Asset or raising a defense to the exercise of any remedies under such mortgage loan documents. 9. Except as otherwise disclosed to and approved by Lender, no event has occurred which has caused a Material Adverse Effect since the date set forth in the financial statements supplied to the Lender. 10. This Warrant has Agreement, the Secured Note and the Custodial Agreement have been duly authorized issuedauthorized, executed and delivered by each Borrower, all requisite trust or corporate action, as applicable, having been taken, and each is valid, binding and enforceable against the Company and is the valid and binding obligation of the Company, enforceable respective Borrower in accordance with its terms, terms except as enforceability such enforcement may be limited affected by bankruptcy bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, redemption or other similar laws relating to affecting the enforcement of creditors’ creditor's rights generally, or by general principles of equity. B. With respect to every Pledged Eligible Asset, the Borrower represents and warrants to the Lender that except as otherwise disclosed to and approved by Lender prior to the Initial Advance: 1. Such Pledged Eligible Asset and all accompanying collateral documents obtained and required to be obtained in connection with the Pledged Eligible Assets are complete and authentic and all signatures thereon are genuine. 2. Such Pledged Eligible Asset arose from a bona fide loan or contract, as applicable, complying in all material respects with all applicable State and Federal laws and regulations, and is not subject to any valid defense, set-off or counterclaim. 3. Except as set forth in Section III(B)(9) below, no default has occurred in any provisions of such Pledged Eligible Asset. 4. With respect to such Pledged Eligible Asset, all amounts represented to be payable on the related Promissory Note or other contract are, in fact, payable pursuant to the provisions of such Promissory Note or other contract. 5. To the best of the Borrower's knowledge, any property subject to any security interest given in connection with such Pledged Eligible Asset is not subject to any other encumbrances other than "permitted encumbrances" that may be allowed under the Borrower's underwriting guidelines approved by the Lender or as described in the Underwriting Transmittal. 6. The Borrower holds good and indefeasible title to, and is the sole owner of, such Pledged Eligible Asset and as of the related Funding Date, such Pledged Eligible Asset is not subject to any liens, charges, mortgages, encumbrances or rights of any person other than Lender except (a) such liens that are to be released simultaneously with the pledge to the Lender hereunder or (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have as has otherwise been duly authorized and reserved for issuance approved by the Company and, when issued Lender in accordance with the terms hereof, will be validly issued, fully paid and nonassessablewriting. (c) The issuance, execution and delivery of this Warrant do not, 7. Each Pledged Eligible Asset conforms to the description thereof as set forth on the related Commercial Loan/Asset Schedule delivered to the Custodian and the issuance Lender. 8. All applicable disclosures required by the Real Estate Settlement Procedures Act, by Regulation X promulgated thereunder and by Regulation Z of the shares Board of Preferred Stock upon Governors of the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable Federal Reserve System promulgated pursuant to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which statute commonly known as the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.Truth-in-

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for filings as may be required under applicable California securities laws)law. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in Section 3.1 of that certain Loan Amended and Security Restated Investor Rights Agreement No. 4561 between the Company and Lighthouse Capital Partners Vthe signatories thereto, L.P. dated as of March 29August 9, 20052007, as amended from time to time (the “Rights Agreement”) regardless of any minimum share ownership thresholds set forth in Section 3.1 of the then-current Rights Agreement (or the successor provision, if the section reference has been changed). (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 33,000,000 shares of Common Stock, of which 8,909,357 11,166,001 shares are issued and outstanding and 185,714 271,221 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 7,496,660 shares of Series A Preferred Stock, of which 2,727,273 7,161,530 are issued and outstanding shares, and (iii) 6,460,675 9,271,221 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 8,856,408 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for filings as may be required under applicable California securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and information in parity with that given to other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as holders of March 29, 2005Series D Preferred Stock. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 62,000,000 shares of Common Stock, of which 8,909,357 7,025,714 shares are issued and outstanding and 185,714 786,126 shares are reserved for issuance upon the exercise of this Warrant and that certain Warrant dated June 30, 2006, as amended, with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant and that certain Warrant dated June 30, 2006, as amended, is exercised with respect to Preferred Stock, and (ii) 2,727,273 4,228,329 shares of Series A A-1 Preferred Stock, of which 2,727,273 4,228,329 are issued and outstanding shares, ; (iii) 6,460,675 1,198,046 shares of Series A-2 Preferred Stock, of which 1,198,046 are issued and outstanding shares (iv) 3,339,341 shares of Series B Preferred Stock, of which 6,460,675 3,339,341 are issued and outstanding shares, ; (ivv) 20,551,163 28,089,885 shares of Series C Preferred Stock, of which 16,364,832 28,089,885 are issued and outstanding shares, shares and (vvi) 13,887,716 4,000,000 shares of Series D Preferred Stock, of which 7,292,127 2,930,500 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder as of March 31, 2008, summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:: Zoosk, Inc. Warrant (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been or will be duly authorized and reserved for issuance by the Company when exercisable and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or (1) the notice filings required by Rule 503 under the 1933 Act, and Section 25102.1 of the California Corporate Securities Law of 1968, as may be required under applicable securities laws)amended, and (2) the Company consents requirements with respect to the amendment of the Rights Agreement contemplated in Section 15 below. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in the Loan Agreement, provided that certain Loan the rights set forth in this Section 14(d) shall terminate and Security Agreement No. 4561 between be of no further force or effect upon (1) the consummation of the sale of the Company’s securities pursuant to a registration statement filed by the Company under the 1933 Act in connection with the firm commitment underwritten offering of its securities to the general public or (2) subject to the survival of this Warrant pursuant to Section 7, the consummation of a merger or consolidation of the Company that is effected (i) for independent business reasons unrelated to extinguishing such rights and Lighthouse Capital Partners V, L.P. dated as (ii) for purposes other than (A) the reincorporation of March 29, 2005the Company in a different state or (B) the formation of a holding company that will be owned exclusively by the Company’s stockholders and will hold all of the outstanding shares of capital stock of the Company’s successor. (e) As So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of the date hereof, the authorized capital stock that number of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance issuable upon the full exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant Warrant. (f) Attached hereto as Exhibit B is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder Holder, upon request, with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) A. The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) B. The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) C. The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings entity, except as may properly be required under applicable securities laws)made after the date hereof. (d) As D. Attached hereto as EXHIBIT D is a true and complete copy of the Amended and Restated Articles of Incorporation of the Company in effect on the date hereof. E. So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan as the Holder would be entitled to receive if Holder were a holder of more than 5% of any Registrable Securities under the Fourth Amended and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners VRestated Investor Rights Agreement, L.P. dated September 3, 1996, as of March 29, 2005may be amended from time to time. (e) F. As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 10,000,000 shares of Common Stock, of which 8,909,357 2,429,503 shares are issued and outstanding and 185,714 18,940 shares are reserved for issuance upon the conversion of the Preferred Stock and exercise of this Warrant, (ii) 1,250,000 shares of Series AA Preferred Stock of which 1,228,409 are issued and outstanding and (iii) 3,500,000 shares of Series BB Preferred Stock, of which 3,429,904 shares are issued and outstanding and 14,205 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant Warrant. Attached hereto as EXHIBIT C is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarterincluding, without limitation, the Company will provide Holder with a current capitalization table indicating changes, if any, to Conversion Price of the number of outstanding shares of common stock and preferred stockSeries BB Preferred Stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company ----------------------------------------- represents and warrants to the Holder that: (i) The Company has all necessary corporate the power and authority to issue, execute and deliver this Warrant Agreement and has the power to issue the Warrant Shares and to perform its obligations hereunder. This under this Warrant has been duly authorized issuedAgreement and the Warrant Certificates. (ii) The execution, executed delivery and delivered performance by the Company of this Warrant Agreement and is the valid and binding obligation issuance of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable Warrant Shares upon the exercise of this Warrant the Warrants have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do notall necessary action, and the issuance do not (A) violate any provision of applicable law or regulation or of the shares Company's Charter or of Preferred Stock upon the exercise any order, writ, injunction or decree of this Warrant in accordance with the terms hereof will not, (i) violate any court or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order governmental authority applicable to the Company, or (iiB) violate, contravene or result in a breach of, or constitute a default under under, or require any contractconsent under, agreement or instrument any contractual obligation to which the Company is a party or by which the Company is bound or affected. The Company has taken sufficient corporate action to reserve a sufficient number of shares of authorized but unissued Common Stock in connection with the prospective issuance of the Warrant Shares. (iii) This Warrant Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, binding and enforceable obligation of the Company, except as limited by bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights and by the application of equitable principles. The Warrants and the Warrant Certificates constitute legal, valid, binding and enforceable obligations of the Company, except as limited by bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights and by the application of equitable principles, and the Warrant Shares, when issued upon exercise of the Warrants, will be duly authorized, validly issued, fully paid and nonassessable and be free from all taxes, liens and charges with respect to the issuance thereof (other than any liens or charges resulting from the Holder's actions). (iv) The Company's authorized shares of Common Stock are as described in the Company's Charter. A total of 8,130,069 shares of Common Stock were issued and outstanding on February __, 1999. (v) Except as set forth on Exhibit E, there are no Options, subscriptions or similar rights to acquire from the Company, or agreements or other obligations by the Company, absolute or contingent, to issue, sell or register shares of Common Stock, whether by Public Offering or on conversion or exchange of Convertible Securities or otherwise. (vi) No holder of shares of Common Stock of the Company has any preemptive rights to subscribe for or to purchase any Warrants or Warrant Shares under the Company's Charter, any agreement to which the Company is a party or otherwise bound or the corporation law of the Company's jurisdiction of organization. (vii) Assuming the accuracy of First Union's representations as set forth in Section 2(c), no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required to be obtained by the Company in connection with the execution of this Warrant Agreement and the transactions contemplated hereby, including the valid issuance of the Subject Securities. (viii) Assuming the accuracy of First Union's representations as set forth in Section 2(c), it is not necessary in connection with the offer, issuance or sale to First Union of the Subject Securities to register the Subject Securities under the Act or any Blue Sky Law. The Company will not take or authorize any action which may cause the issuance or sale of the Subject Securities to be subject to any such registration, except as contemplated by Section 12. (ix) No legal proceeding or investigation is pending or to the best knowledge of the Company threatened before any court, arbitrator or administrative or governmental authority, bureau or agency to restrain or prohibit the Company from performing this Warrant Agreement or the transactions contemplated hereby. (x) No representation or warranty made by the Company in this Warrant Agreement, or in any schedule, written statement or certificate furnished to the Holder in connection with the transactions contemplated by this Warrant Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein and therein not false or misleading. (b) The Company hereby covenants for so long as this Warrant Agreement remains in effect that: (i) The Company will not (and will cause any Affiliate not to) take any action, including, without limitation, amending the Company's Charter, reorganizing, consolidating, merging, dissolving, transferring assets or issuing or selling securities or take any other voluntary action, to avoid, or seek to avoid, observing or performing any of the terms, or complying with the essential intent and principles, of this Warrant Agreement or the Subject Securities, and will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holders against dilution or impairment to the extent contemplated by the terms hereof. In furtherance and not in limitation of the foregoing, the Company shall not (1) enter into any agreement with respect to its securities that is inconsistent with the rights granted to Holders of Subject Securities in this Warrant Agreement or otherwise conflicts with the provisions hereof or (2) increase the par value of any Warrant Shares or other Securities above the Exercise Price then in effect. Before taking any action that would cause an adjustment pursuant to Section 14, the Company will take all corporate action that, in the opinion of its counsel (which may be counsel employed by the Company), may be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the then applicable Exercise Price. (ii) The Company will take all actions necessary or appropriate to be taken by it to validly and legally issue fully paid and nonassessable shares of Common Stock upon exercise of the Warrants and will use best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant Agreement. In respect of the issuance of the Warrants to the Holders, the exercise thereof by the Holders and the resulting issuance of Subject Securities, the Company shall not set off, recoup, claim, xxxxx, withhold or defer any property or amount for any reason whatsoever. (iii) At all times during the term of this Warrant Agreement, the Company shall retain a nationally recognized accounting firm as its auditor. (iv) (A) The Company will file with the Commission such information as the Commission may require under Section 13 or 15(d) of the Exchange Act, as applicable, and shall use its best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Act (or any successor or similar exemptive rules hereafter in effect) and (B) the Company shall (1) furnish to any Holder of Subject Securities upon request a written statement executed by the Company as to the steps it has taken to comply with the current public information requirements of Rule 144 or Rule 144A or such successor rules and (2) make available to Holders of Subject Securities such reports, documents and information as such Holders reasonably request to enable such Holders to make sales of Subject Securities pursuant to such rules. If the Company ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Company shall make available to the Holder of Subject Securities in connection with any sale thereof, the information required by Rule 144A(d)(4) under the Act in order to permit resales of Subject Securities pursuant to Rule 144A. (v) If the Company becomes eligible to use Form S-3 under the Act or a comparable successor form, the Company shall use its best efforts to continue to qualify at all times for registration of its shares of Common Stock on Form S-3 or such successor form. (vi) In the event that any of the terms of the warrant agreement or the warrants to be issued by the Company to GMAC/Residential Funding Corporation or any of its assets Affiliates (collectively, "GMAC"), other than (1) the initial exercise price, (2) the term of the warrant agreement, (3) the grant of tag-along rights to GMAC, and (4) the number of warrants to be issued, are bound more favorable to GMAC than the terms hereof are to the Holders, then a majority in interest of the Holders may prepare, and the Company agrees to sign, an amendment to this Warrant Agreement making such changes as shall be necessary in order to make the terms of this Warrant Agreement at least as favorable as those set forth in the Warrant Agreement or warrants to be issued to GMAC ("GMAC Warrants"). (vii) In the event that the Company reduces the exercise price of the 1996 Warrants to an amount below the Exercise Price of the Warrants, the Exercise Price of the Warrants shall be reduced concurrently to such lower price. (c) First Union hereby represents and warrants to and agrees with the Company that: (i) First Union is acquiring and will acquire the Subject Securities for its own account for investment and not with a view to any distribution thereof that might cause a violation of the Act or any rules or regulations thereunder; provided, however that subject to Section 6 hereof, the disposition of the Subject Securities shall be at all times within the sole discretion of the Holders. (ii) First Union has had an opportunity to ask questions of the principal officers and representatives of the Company and to obtain any additional information necessary to permit an evaluation of the benefits and risks associated with the investment made hereby. (iii) require First Union has had sufficient experience in business, financial and investment matters to evaluate the consent or approval merits and risks involved in the investment made hereby and is able to bear the economic risk of or the filing such investment for an indefinite period of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)time. (d) As long as this Warrant is, or In addition to any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued reduction in the Exercise Price required by Sections 2(b)(vii) and outstanding14, the Company will provide to the Holder the financial and other information described in First Union hereby agree that certain Loan and Security Agreement No. 4561 between the Company shall have the right to reduce the Exercise Price at any time, in its sole discretion, for such limited periods as it may from time to time determine, upon no less than 10 days and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not no more than once per calendar quarter60 days prior written notice to Holders, provided that no such reduction may be effected without the Company will provide Holder with approval of a current capitalization table indicating changes, if any, to the number majority of outstanding shares Company's Board of common stock and preferred stockDirectors.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles 's Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information as further described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of So long as this Warrant with respect has not terminated, Holder shall be entitled to Common receive such financial and other information as the Holder would be entitled to receive under the Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.Purchase Agreement

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-laws, or to the Company's knowledge, any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Lease Line Schedule No. 01 to Master Equipment Lease Agreement No. 4561 2192 between the Company and Lighthouse Capital Partners VIII, L.P. dated as of March 29November 4, 20051999. (e) As of the date hereof, the authorized capital stock of the Company consists of (ii)thirty million (30,000,000) 65,500,000 shares of Common Stock, of which 8,909,357 shares one million nine hundred thirty-eight thousand fifty-two (1,938,052) are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockoutstanding, (ii) 2,727,273 five million six hundred eighty-six thousand five hundred seventy-three (5,686,573) shares of Series A Preferred Stock, all of which 2,727,273 are issued and outstanding sharesoutstanding, (iii) 6,460,675 four million three hundred forty-six thousand five hundred thirty-nine (4,346,539) shares of Series B Preferred Stock, four million three hundred twenty-five thousand (4,325,000) of which 6,460,675 are issued and outstanding sharesoutstanding, (iv) 20,551,163 one million nine hundred thousand (1,900,000) shares of Series C C-1 Preferred Stock, six hundred sixty-six thousand six hundred sixty-seven (666,667) of which 16,364,832 are issued and outstanding sharesoutstanding, and (v) 13,887,716 eight million (8,000,000) shares of Series D C-2 Preferred Stock, seven million nine hundred twenty-eight thousand five hundred seventy (7,928,570) of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockoutstanding.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 10,000,000 shares of Common Stock, of which 8,909,357 950,000 shares are issued and outstanding and 185,714 30,021 shares are reserved for issuance upon the exercise of warrants (including this Warrant Warrant) with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is such warrants are exercised with respect to Preferred Stock, (ii) 2,727,273 1,000,000 shares of Series A A-1 Preferred Stock, all of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 1,084,000 shares of Series B A-2 Preferred Stock, all of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 930,000 shares of Series C A-3 Preferred Stock, of which 16,364,832 915,000 are issued and outstanding shares, and (v) 13,887,716 873,390 shares of Series D A-4 Preferred Stock, of which 7,292,127 858,369 are issued and outstanding sharesshares and 15,021 shares are reserved for issuance upon exercise of this Warrant with respect to Series A-4 Preferred Stock in this Warrant. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (aA) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (bB) The 144,935 shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company andCompany. All shares of Preferred Stock and Common Stock, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (cC) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles 's Certificate or by-laws, or to the Company's knowledge any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (dD) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (eE) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant Attached hereto as EXHIBIT B is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At Upon the request of Holder, but not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued 15.1.1 Each Party represents and delivered by warrants to the Company and accepted by each Holder on the basis other Party as of the following representations, warranties and covenants made by Effective Date as follows: *Confidential Treatment Requested. Omitted portions filed with the Company:Commission. (a) The Company it is a duly organized and validly existing corporation under the laws of its jurisdiction of incorporation or formation; (b) it has all necessary full corporate power and authority and has taken all corporate action necessary to issueenter into and perform this Agreement; (c) this Agreement is its legal, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Companyobligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally.terms and conditions hereof; and (bd) The shares the execution, delivery and performance of Preferred Stock issuable upon this Agreement by such Party and the transactions contemplated herein, including the rights granted hereunder or the exercise of such rights as contemplated by this Warrant have been duly authorized and reserved for issuance by the Company andAgreement, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. do not (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (iiA) violate, contravene conflict with, or result in constitute a breach of or default under under, its charter or similar organization document, its by-laws or any contractorder, award, judgment, decree, agreement or instrument to which such Party or any of its Affiliates is a Party or by which it is bound, or (B) require the Company consent of, or notice to, any Person or the authorization of (by notice or otherwise) any Agency. 15.1.2 Cubist represents and warrants, as of the Effective Date, and covenants to Optimer that: (a) neither it nor its Affiliates has been debarred or is subject to debarment and neither it nor its Affiliates will use in any capacity, in connection with the performance of its obligations under this Agreement, any person who is debarred pursuant to Section 306 of the Act or who is the subject of a conviction described in such section. Cubist will notify Optimer in writing immediately if it or any Cubist Sales Representative or Cubist Medical Affairs Representative is debarred or is the subject of a conviction described in Section 306 of the Act, or if any action, suit, claim, investigation, or legal or administrative proceeding is pending or, to the best of Cubist’s knowledge, is threatened, relating to the debarment or conviction of Cubist or any Cubist Sales Representative or Cubist Medical Affairs Representative pursuant to Section 306 of the Act; and (b) to the Knowledge of Cubist, except as would not reasonably be expected to have a material adverse effect on the Promotion of the Product in the Territory, (A) Cubist and its Affiliates have Promoted its products in the Territory in compliance with Applicable Law in all material respects, (B) as of the Effective Date, neither Cubist nor any of its Affiliates (x) is being investigated, and there are no ongoing investigations by, any Agency in the Territory specifically or primarily relating to the Promotion of any product in the Territory, nor (y) has Cubist or any of its Affiliates received written notice that any Agency in the Territory intends to conduct any such investigation, and (C) neither Cubist nor any of its Affiliates (x) is a party or by which the Company subject of any action, suit or other proceeding (collectively, “Proceeding”) that is pending as of the Effective Date or was pending or filed at any time during the two year period prior to the Effective Date, that alleges that Cubist or any of its assets are bound Affiliates have violated any Applicable Law in the Territory in connection with the Promotion of any product in the Territory, nor (y) has Cubist or any of its Affiliates received any threats in writing of any such Proceeding as of the Effective Date or at any time during the two year period prior to the Effective Date. *Confidential Treatment Requested. Omitted portions filed with the Commission. 15.1.3 Optimer represents and warrants that, as of the Effective Date: (a) to the Knowledge of Optimer, neither the manufacture or importation of the Product for sale in the Territory nor the use, sale or offer for sale of the Product in the Territory infringes or misappropriates any valid claims of any Third Party’s patent rights or any trademark, copyright or trade secret of a Third Party that is not licensed to or otherwise controlled by Optimer or its Affiliates; (b) to the Knowledge of Optimer, Optimer has not been subject to any action, suit, claim, hearing or other proceeding, at law or equity, in or before any court or arbitrator in which the counterparty alleged that (A) the manufacture, use, distribution, import, sale, or offer for sale of the Product in the Territory infringes or misappropriates any patent, trademark, copyright or trade secret right of any Third Party, or (iiiB) require the consent use of the Product in the Territory resulted in any death, personal injury or approval other harm to any Person; (c) to the Knowledge of Optimer, (A) neither Optimer nor any of its Affiliates (x) is being investigated, and there are no ongoing investigations, by any Agency in the Territory specifically or primarily relating to any allegation that the Promotion of the Product in the Territory violates Applicable Law, or (y) has received written notice that any Agency in the Territory intends to conduct any such investigation, and (B) neither Optimer nor any of its Affiliates is a party or the filing subject of any notice Proceeding that is pending as of the Effective Date or registration was pending or filed at any time during the two year period prior to the Effective Date, that alleges that Optimer or any of its Affiliates have violated any Applicable Law in the Territory in connection with the Promotion of the Product in the Territory, nor has Optimer or any person of its Affiliates received any threats in writing of any such Proceeding as of the Effective Date or entity (other than such notices or filings as may be required under applicable securities laws).at any time during the two year period prior to the Effective Date; (d) As long as this Warrant isany in-license agreements pursuant to which a Third Party granted to Optimer or any of its Affiliates the right to manufacture, use, distribute, import, sell, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued offer for sale the Product in the Territory are valid and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005.force; and (e) As neither Optimer nor any of its Affiliates has granted any license or sublicense to any Third Party to sell any Product (other than Product sold by Optimer or its Affiliates) in the Territory. (f) In addition, Optimer covenants to Cubist that, during the Term, Optimer (or its applicable Affiliate) will, if Regulatory Approval for the Product in the Territory is obtained, hold the Product NDA and otherwise obtain all other licenses, authorizations, permissions, consents and approvals from any Agency necessary to use, Promote, sell and offer for sale the Product in the Territory, and all licenses, authorizations, permissions, consents and approvals from any Agency (or applicable foreign equivalent) to manufacture the Product for sale in the Territory, in each case except as would not reasonably be expected to have a material adverse effect on the Promotion of the date hereofProduct in the Territory. 15.1.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HERETO MAKES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS, GUARANTEES, OR WARRANTIES, *Confidential Treatment Requested. Omitted portions filed with the authorized capital stock of the Company consists of Commission. EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT, THE PRODUCT (iINCLUDING THE SAFETY OR EFFICACY THEREOF) 65,500,000 shares of Common StockOR OTHERWISE WITH RESPECT TO THE SUBJECT MATTER HEREOF, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred StockINCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, (ii) 2,727,273 shares of Series FITNESS FOR A Preferred StockPARTICULAR PURPOSE, of which 2,727,273 are issued and outstanding sharesTITLE, (iii) 6,460,675 shares of Series B Preferred StockNON-INFRINGEMENT OR COVERAGE OF ANY PRODUCT BY OR VALIDITY OF ANY PATENTS, of which 6,460,675 are issued and outstanding sharesAND ANY AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, (iv) 20,551,163 shares of Series C Preferred StockCOURSE OF PERFORMANCE, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockOR USAGE OF TRADE.

Representations, Warranties and Covenants. This Warrant Seller represents, warrants and covenants that: A. Seller has good and merchantable title, free and clear of all third party claims, to all of its assets being sold, except for those obligations which Buyer is issued assuming, as referenced in Section 4 of this Agreement. B. The Seller is a corporation duly organized, validly existing and delivered by in good standing under the Company and accepted by each Holder on the basis laws of its jurisdiction of incorporation. The parent company of the following representationsSeller (“Parent”) is a corporation or other entity duly organized, warranties validly existing and covenants made by in good standing under the Company: (a) The Company laws of its jurisdiction of incorporation. Each of the Seller and Parent has all necessary the corporate power and authority to issueown, operate and lease its properties and assets and to conduct its business as they are now being owned, operated, leased and conducted. Each of the Seller and Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in every jurisdiction in which the conduct of the business or ownership of its properties requires it to be so licensed or qualified or in good standing. C. The Seller has the corporate power and authority to execute and deliver this Warrant Agreement and each other document referenced herein (the “Agreement Document”) to which it is a party, perform its obligations hereunderhereunder and thereunder and consummate the transactions contemplated hereby and thereby. This Warrant has The execution and delivery by the Seller of this Agreement and each other Agreement Document, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized issuedby all necessary corporate actions on the part of the Seller and, executed if required, Parent. This Agreement and delivered by each other Agreement Document to which the Company and Seller or Parent is a party constitutes (or will constitute upon the execution thereof) the legal, valid and binding obligation of the CompanySeller or Parent, as applicable, enforceable against the Seller or Parent, respectively, in accordance with its terms, except as enforceability enforcement thereof may be limited by bankruptcy laws or similar laws now or hereafter in effect relating to creditors’ rights generally, by general principles of equity or by laws relating to the enforcement availability of creditors’ rights generallyspecific performance, injunctive relief or other equitable remedies. (b) D. The shares of Preferred Stock issuable upon the exercise consummation of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) Agreement does not violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument restriction to which the Company Seller or Parent is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)subject. (d) As long as this Warrant isE. The inventories being sold are good and merchantable and suitable for sale in the ordinary course of business, or excepting only for any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of items which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changesvalued at salvage value, if any, as provided for in Exhibit F to be prepared by Seller in accordance with Section 11(B) of this Agreement. F. All other property, equipment and fixtures being sold are in good operating condition and repair. G. Except as set forth in Exhibit G, Seller has taken all steps and has obtained all authorizations, from all stakeholders, of whatever type, necessary to consummate this transaction. H. Seller is unaware of any pending or planned litigation concerning the number assets which are the subject of outstanding shares of common stock and preferred stockthe Agreement.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles Certificate or by-laws, or to the Company's knowledge, any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Lease Line Schedule No. 01 to Master Equipment Lease Agreement No. 4561 219 between the Company and Lighthouse Capital Partners VII, L.P. dated as of March 29May 5, 20051999. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 19,000,000 shares of Common Stock, none of which 8,909,357 shares are issued and outstanding and 185,714 21,539 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 5,686,573 shares of Series A Preferred Stock, all of which 2,727,273 are issued and outstanding sharesoutstanding, and (iii) 6,460,675 4,130,000 shares of Series B Preferred Stock, of which 6,460,675 3,970,000 are issued and outstanding shares, (iv) 20,551,163 shares and 21,539 shares are reserved for issuance upon the exercise of Series this Warrant. Attached hereto as EXHIBIT C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarterincluding, without limitation, the Company will provide Holder with a current capitalization table indicating changes, if any, to Conversion Price of the number of outstanding shares of common stock and preferred stockSeries B Preferred Stock.

Representations, Warranties and Covenants. This Warrant is issued (a) Each Purchaser hereby represents and delivered by the Company warrants to Seller with respect to such Purchaser and accepted by each Holder on the basis of the following representations, warranties Beneficial Owner hereby represents and covenants made by the Companywarrants to Seller with respect to such Beneficial Owner and Dasler Corp.: (ai) The Company With respect to Dasler Corp., (A) such Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation, (B) such Purchaser has all necessary full corporate power and authority to issueexecute, execute deliver, and deliver perform this Warrant Agreement and to consummate the transactions contemplated hereby, which have been duly authorized by all requisite corporate action, and (C) all outstanding shares of common stock of such Purchaser are owned, directly and indirectly, beneficially and of record, by the persons who are identified in Schedule A as the Beneficial Owners. (ii) With respect to each Purchaser other than Dasler Corp., such Purchaser has full right, power and capacity to execute, deliver and perform its obligations hereunder. this Agreement and to consummate the transactions contemplated hereby. (iii) This Warrant Agreement has been duly authorized issued, executed and delivered by the Company each Purchaser and Beneficial Owner and is the valid and binding obligation of the Company, enforceable upon such Purchaser or Beneficial Owner in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (biv) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do Agreement and the consummation of the transactions contemplated hereby will not, and with notice or the issuance lapse of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will time, or both, would not, (iA) violate with respect to Dasler Corp., result in the breach of any of the terms or contravene the Company’s Articles or by-lawsconditions of, or any lawconstitute a default under, statutesuch Purchaser's Certificate of Incorporation or By-Laws, regulation, rule, judgment or order applicable to the Company, (iiB) violate, contravene or result in the breach of any of the terms or conditions of, or constitute a breach default under, any mortgage, bond, indenture, agreement, lease, or default under any contract, agreement other instrument or instrument obligation to which the Company any Purchaser or Beneficial Owner is a party or by which the Company or any of its assets are bound it is bound, or (iiiC) require in reliance upon, and subject to, the consent representations, warranties and agreements of Seller hereunder, violate any law, regulation, judgment, award, order, writ, injunction, or approval of or the filing decree of any notice court, administrative agency, or registration with any person governmental or entity (other than such notices or filings as may be required under applicable securities laws)regulatory body. (dv) As long as this Warrant isNo consent, approval, or authorization of, or declaration or filing with, any shares of Preferred Stock issued upon exercise Federal, state, or local governmental or regulatory authority is required in connection with the valid execution and delivery of this Warrant Agreement or the performance by any shares Purchaser or Beneficial Owner of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005transactions contemplated hereby. (eb) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares Each Purchaser and Beneficial Owner understands that the Shares are being offered and sold without registration under the Securities Act of Common Stock1933, of which 8,909,357 shares are issued as amended (the "Securities Act"), in reliance upon an exemption therefrom based upon Purchaser's representations and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, warranties. (ii) 2,727,273 shares Each Purchaser and Beneficial Owner represents and warrants to, and agrees with, Seller that: (A) Such Purchaser is purchasing the Shares for investment purposes and with no intention of Series distributing or reselling any Shares or any interest therein. Each Purchaser and each Beneficial Owner has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the purchase of the Shares and acknowledges that in purchasing the Shares such Purchaser or Beneficial Owner is able to bear, and is prepared to continue to bear, the economic risk of the ownership oft he Shares for an indefinite period of time, because none of the Shares have been registered under the Securities Act and cannot be sold unless they are registered under the Securities Act and applicable state laws, or unless exemptions from such registration are available to Purchaser. In addition, each Purchaser and each Beneficial Owner acknowledges and agrees that a stop transfer order will be maintained by Global's transfer agent against the Certificates representing the Shares to be transferred to each Purchaser and that such Certificates shall bear a restrictive legend in customary form for securities not registered under the Securities Act. (B) Schedule A Preferred Stockcorrectly sets forth (Y) the tax identification number of each Purchaser and the name, and residence address of which 2,727,273 are issued each Purchaser other than Dasler Corp. and outstanding shares, (iii) 6,460,675 shares the principal place of Series B Preferred Stock, business of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding sharesDasler Corp., and (vZ) 13,887,716 shares the name, residence address and tax identification number of Series D Preferred Stockeach Beneficial Owner, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization being, collectively, all of the Company. At the request direct and indirect beneficial and record owners of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of all outstanding shares of common stock of Dasler Corp. (C) Each Purchaser and preferred stockeach Beneficial Owner is not aware of any material information regarding Global other than (Y) information regarding Global filed with the Securities and Exchange Commission, and (Z) public announcements of Global and their knowledge of Global and its business and affairs. (D) Global has on this date represented and warranted to the Purchasers and Beneficial Owners that (X) Global is not aware of any fact, circumstance, development, contingency, business or financial condition of it or of its affiliates, which would make the filings rendered to date with the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, materially misleading, and that such filings do not omit to state any materially misleading, and that such filings do not omit to state any material fact required to be made in order to make the statements made in such filings not misleading, (Y) Global has made all filings required under the terms of the Securities and Exchange Act of 1934, as amended, and the rules thereunder; and (Z) there has been no material change in the assets, business or prospects of Global since the respective dates of such filings. (c) Except as provided in this Agreement, neither Seller nor any of its agents, employees, members, representatives, or attorneys has made nay statement or representation to any other party regarding any fact or circumstance relied upon in entering into this Agreement, and neither any Purchaser nor any person, legal or natural, affiliated with, controlled by, controlling, or under common control with Purchaser, including, but not limited to, any Beneficial Owner of Purchaser, has relied upon any statement, representation or promise of Seller (or of any officer, agent, employee, representative or attorney for any other party) in executing this Agreement or in purchasing the Shares.

Representations, Warranties and Covenants. This Warrant is issued of the ------------------------------------------------ Servicer. --------- The Servicer hereby represents, warrants and delivered by covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders and to the Company and accepted by each Holder on the basis that as of the following representations, warranties and covenants made by the CompanyClosing Date or as of such date specifically provided herein: (ai) The Company Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Virginia and has all necessary the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer or the validity or enforceability of the Mortgage Loans; (ii) The Servicer has the corporate power and authority to issuemake, execute execute, deliver and deliver perform this Warrant Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary corporate action to perform its obligations hereunderauthorize the execution, delivery and performance of this Agreement. This Warrant has been duly authorized issued, When executed and delivered by delivered, this Agreement will constitute the Company and is the legal, valid and binding obligation of the Company, Servicer enforceable in accordance with its terms, except as enforceability enforcement of such terms may be limited by bankruptcy bankruptcy, insolvency or similar laws relating to affecting the enforcement of creditors’ ' rights generally.generally and by the availability of equitable remedies; (biii) The shares Servicer is not required to obtain the consent of Preferred Stock issuable upon any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the exercise execution, delivery, performance, validity or enforceability of this Warrant Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been duly authorized and reserved for issuance by obtained or filed, as the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.case may be; (civ) The issuance, execution and delivery of this Warrant do not, Agreement and the issuance performance of the shares transactions contemplated hereby by the Servicer will not violate any provision of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate any existing law or contravene the Company’s Articles or by-laws, regulation or any law, statute, regulation, rule, judgment order or order decree of any court applicable to the CompanyServicer or any provision of the certificate of incorporation or bylaws of the Servicer, (ii) violateor constitute a material breach of any mortgage, contravene indenture, contract or result in a breach or default under any contract, other agreement or instrument to which the Company Servicer is a party or by which the Company Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its assets are bound properties or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and this Agreement or the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if anyCertificates which, to the number knowledge of outstanding shares the Servicer, has a reasonable likelihood of common stock resulting in a material adverse effect on the transactions contemplated by this Agreement; (vi) The Servicer is a member of MERS in good standing, and preferred stockwill comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS; and (vii) With respect to the Group I Mortgage Loans, the Servicer will accurately and fully report its borrower credit files to the three largest credit repositories in a timely manner. The foregoing representations and warranties shall survive any termination of the Servicer hereunder.

Representations, Warranties and Covenants. This Warrant is issued 7.1 The Corporation represents, warrants and delivered by covenants to and with the Company Underwriters and accepted by each Holder on acknowledges that the basis Underwriters are relying thereon in connection with the purchase of the following representationsPurchased Shares, warranties and covenants made by the Companythat: (a) The Company the Corporation has all been duly amalgamated, and is a validly subsisting corporation under the laws of Canada, with the necessary corporate power and capacity to own, directly or indirectly, lease and operate, as applicable, its properties and conduct its business as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package; (b) each subsidiary and partnership of the Corporation with total assets that exceed 10 percent of the total consolidated assets of the Corporation or revenues that exceed 10 percent of the total consolidated revenues of the Corporation as at and for the period ending on December 31, 2014, each of which is listed in Schedule D to this Agreement (each a "Significant Subsidiary"), has been duly organized and is subsisting and in good standing, if applicable, under the laws of the jurisdiction of its incorporation or organization, has the necessary corporate, or in the case of partnerships, appropriate power and authority or capacity to own, directly or indirectly, lease and operate, as applicable, its properties and to conduct its business as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package; except as otherwise disclosed in the Registration Statement, the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package; (c) the Corporation has the necessary corporate power and authority to issueenter into this Agreement, execute and deliver this Warrant to issue the Offered Shares and to perform its obligations hereunder. This Warrant set out herein and this Agreement has been duly authorized issuedauthorized, executed and delivered by the Company Corporation and is the a valid and legally binding obligation of the Company, Corporation enforceable against the Corporation in accordance with its terms, except as enforceability the enforcement thereof may be limited by bankruptcy bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws relating to the affecting enforcement of creditors’ ' rights generally.generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and except that rights of indemnity and contribution contained in this Agreement may be limited under applicable law; (bd) The shares the issue and sale of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, Offered Shares and the issuance consummation of the shares of Preferred Stock upon the exercise of this Warrant in accordance transactions herein contemplated will not conflict with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default under under, any contractindenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company Corporation is bound or to which any of the property or assets of the Corporation is subject, which individually or in the aggregate would result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the constating documents and by-laws of the Corporation, or (ii) any statute or any order, rule or regulation of any Governmental Agency that, in the case of (ii) only, would result in a Material Adverse Effect; and no consent, approval, authorization, order, registration, clearance or qualification ("Governmental Authorization") of or with any such Governmental Agency is required for the issue and sale of the Offered Shares or the consummation by the Corporation of the transactions contemplated hereby, except such as have been, or will have been, prior to Closing Time, obtained under Securities Law and such Governmental Authorizations as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Shares by the Underwriters; (e) other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, neither the Corporation nor any of its subsidiaries is in violation of its articles and by-laws, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which the Company it or any of its assets properties may be bound, except as would not result in a Material Adverse Effect; (f) other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, there are bound no legal or governmental proceedings pending to which the Corporation or any of its subsidiaries is a party or of which any property of the Corporation or any of its subsidiaries is the subject which, if determined adversely to the Corporation or any of such subsidiaries, would result in a Material Adverse Effect; and, to the Corporation's knowledge, no such proceedings are contemplated by any Governmental Agency or by others; (g) the Corporation is not and, after giving effect to the offering and the sale of the Offered Shares and the application of their proceeds as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, will not be required to be registered as an "investment company" as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder; (h) other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, and except as would not individually or in the aggregate result in a Material Adverse Effect, (i) the Corporation and its subsidiaries are each in compliance with all applicable Environmental Laws, (ii) the Corporation and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending or, to the knowledge of the Corporation, threatened Environmental Claims against the Corporation or any subsidiary; (i) other than as set forth in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, the Corporation and its Significant Subsidiaries have all licenses, franchises, permits, authorizations, approvals and orders and other concessions of and from all Governmental Agencies that are necessary to own or lease their respective properties and conduct their businesses as described in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, except where such failure would not result in a Material Adverse Effect; (j) the Corporation is not aware of any defects in title to its core oil and gas properties or its material assets and facilities which are used in the production and marketing of oil and gas that, in the aggregate, would result in a Material Adverse Effect; (k) neither the Corporation nor any of its subsidiaries or partnerships or, to the knowledge of the Corporation, any director, officer, employee, agent, affiliate or representative of the Corporation, its subsidiaries or partnerships is an individual or entity ("Person") currently the subject of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of Treasury's Office of Foreign Assets Control, or the Canadian government (collectively, "Sanctions"), nor is the Corporation, its subsidiaries or partnerships located, organized or resident in a country or territory that is the subject of Sanctions. It will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; (l) the Corporation and its subsidiaries have not directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Agency, authority or instrumentality of any jurisdiction or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment or gift was, is, or would be prohibited under the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the Canada Corruption of Foreign Public Officials Act, or the rules and regulations promulgated thereunder; (m) the operations of the Corporation and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Agency (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Agency, authority or body or any arbitrator involving the Corporation or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Corporation, threatened; (n) the Financial Statements of the Corporation included or incorporated by reference in the Registration Statement, the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package, together with the related notes, present fairly the financial position of the Corporation and its consolidated subsidiaries at the dates indicated and the earnings, retained earnings and cash flows of the Corporation and its consolidated subsidiaries for the periods specified; said consolidated financial statements comply as to form with the applicable accounting requirements of Securities Laws as interpreted and applied by the SEC or the Securities Commissions, as applicable, and have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved; and the selected financial information included in the Preliminary Prospectuses, the Final Prospectuses and the Disclosure Package presents fairly the information shown therein; (o) to the best of the Corporation's knowledge, PricewaterhouseCoopers LLP, who have audited certain financial statements of the Corporation and its subsidiaries, are independent public accountants as required by Securities Laws; (p) the Corporation is a "reporting issuer" or has equivalent status in each of the Provinces and Territories within the meaning of the Canadian Securities Laws in such Provinces and Territories and since December 31, 2014, the Corporation has not received any correspondence or notice from a Securities Commission concerning a review of any of the Corporation's continuous disclosure documents in respect of which any matters remain outstanding; (q) the Corporation and its subsidiaries maintain "internal control over financial reporting" (as such term is defined in Rule 13a-15(f) under the U.S. Exchange Act); such internal control over financial reporting and procedures are effective and the Corporation and its subsidiaries are not aware of any material weakness in their internal control over financial reporting; (r) the Corporation and its subsidiaries maintain "disclosure controls and procedures" (as such term is defined in Rule 13a-15(e) under the U.S. Exchange Act); such disclosure controls and procedures are effective; (s) there is and has been no failure on the part of the Corporation and any of the Corporation's directors or officers, in their capacities as such, to comply with applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications; (t) the Corporation is authorized to issue an unlimited number of Common Shares of which, as at December 31, 2014, approximately 757,103,000 Common Shares were issued and outstanding, all of which Common Shares are issued as fully paid and non-assessable, and subject to the restrictions set forth in the Corporation's articles, an unlimited number of first preferred shares, none of which are issued and outstanding as at the date hereof, and an unlimited number of second preferred shares, none of which are issued and outstanding as at the date hereof; (u) when issued, all of the Purchased Shares will have been duly and validly issued as fully paid and non-assessable shares of the Corporation; (v) except as provided for herein and under the Corporation's (i) employee stock option plan, (ii) the shareholder rights plan agreement dated as of November 30, 2009, as amended and restated as of April 25, 2012, and (iii) dividend reinvestment plan, no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement (including convertible securities or warrants) for the purchase, subscription or issuance of Common Shares; and no person has the right to require the consent Corporation or approval any of its subsidiaries to qualify or register any securities for sale under the Canadian Securities Laws or the U.S. Securities Act by reason of the filing of the Canadian Prospectuses or the U.S. Prospectuses with any Securities Commission or the SEC or the filing of any notice the Registration Statement with the SEC or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws).the issuance and sale of the Offered Shares; (dw) As long as this Warrant no Securities Commission or similar regulatory authority or the Toronto Stock Exchange or the New York Stock Exchange or the SEC has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, and no such proceeding is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder knowledge of the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners VCorporation, L.P. dated as of March 29pending, 2005.contemplated or threatened; (ex) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding Common Shares are listed and 185,714 shares are reserved posted for issuance upon trading on the exercise of this Warrant with respect to Common Toronto Stock Exchange and the conversion New York Stock Exchange and the Corporation is not in default of its listing requirements on the Toronto Stock Exchange of the Preferred New York Stock into Exchange in any material respect; (y) Computershare Investor Services Inc. has been duly appointed as transfer agent and registrar for the Common Stock if this Warrant is exercised with respect to Preferred StockShares in Canada and Computershare Trust Company NA has been duly appointed as co-transfer agent and co-registrar for the Common Shares in the United States; (z) the Corporation has not taken, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding sharesdirectly or indirectly, and (v) 13,887,716 shares of Series D Preferred Stockwill not take any action designed to or that would constitute or that might reasonably be expected to cause or result in, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing under Canadian Securities Laws or the capitalization U.S. Exchange Act or otherwise, stabilization or manipulation of the Company. At price of any security of the request Corporation to facilitate the sale or resale of Holderthe Offered Shares; and (aa) the Corporation will timely file such reports pursuant to the U.S. Exchange Act as are necessary in order to make generally available to its securityholders an earnings statement for the purposes of, not more than once per calendar quarterand to provide the Underwriters the benefits contemplated by, the Company will provide Holder with a current capitalization table indicating changes, if any, to last paragraph of Section 11(a) of the number of outstanding shares of common stock and preferred stock.U.S.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) More than one Insurer, Underwriter, Broker-Dealer, or Agency may execute this Agreement at its inception, or by subsequent addition of parties from time to time pursuant to a revised Schedule A. Each such execution shall be deemed to create a new and separate agreement between Insurer, and Underwriter if applicable on the one hand and the Broker-Dealer, and/or Agency if applicable, on the other. The existence of more than one executed Schedule A shall not create any agency relationship or other selling authority between any Insurer that executes one Schedule A, and any Underwriter, Broker-Dealer and/or Agency that executes another Schedule A. No Insurer shall be liable for the obligations or actions of any other Insurer. (b) Underwriter and Broker-Dealer are registered with the SEC as broker-dealers under the Exchange Act, and are members in good standing of the Financial Industry Regulatory Authority (“FINRA”). (c) Agency is duly licensed and lawfully authorized under applicable insurance or annuity laws and regulations to market and distribute the Products, as set forth in this Agreement. If Agency only markets and distributes Unregistered Products, the provisions of this Agreement that specifically refer to Registered Products or the requirements of FINRA or SEC shall be inapplicable, except to the extent the laws and regulations governing those agencies contain valid requirements applicable to Unregistered products. (d) Broker-Dealer is duly licensed and lawfully authorized under applicable insurance or annuity laws and regulations to market and distribute the Products. If Broker-Dealer is not so licensed, then Agency is duly licensed and lawfully authorized to market and distribute the Products under applicable insurance or annuity regulations, and an associated person of Broker-Dealer. (e) Producer represents, warrants and covenants that(i) it, and each Subproducer, and any person, or entity employed or contracted with or by Producer or Subproducer in connection with sales of the Products, and/or (ii) any person or entity to whom Producer pays commissions pursuant to this Agreement: (i) will have sound business reputations and backgrounds (as more fully described in the General Letter of Recommendation attached as Exhibit A and incorporated by reference); (ii) will be duly life-insurance licensed, appointed to represent Company, and securities-registered (for Registered Products) in compliance with all applicable federal and state laws and regulations, including those of FINRA or other SROs, prior to and during the sale of any Products pursuant to this Agreement; and (iii) will comply with all other applicable federal and state laws and regulations, including those of FINRA or other SROs, and applicable procedures, Ethics Codes, manuals, and other written rules and regulations of Company has as delivered to Producer from time to time, including the provisions of this Agreement. Producer shall take all necessary corporate steps to communicate Company’s rules and regulations to such persons. (f) Producer represents, warrants and covenants that any Subproducer that sells Registered Products shall be an associated person of Broker-Dealer within the meaning of section 3(a)(18) of the Exchange Act. Broker-Dealer agrees that any Agency or Subproducer whom the SEC, FINRA or any other applicable self-regulatory organization bars or suspends from association with Broker-Dealer or any other broker-dealer will be immediately terminated or suspended from all activities related to Registered Products and Company shall be notified immediately in writing of any such bar or suspension. (g) Producer shall provide prompt notice to Company and cease all Product solicitations if it or any Subproducer is barred or suspended from performing insurance or annuity sales by state insurance regulators, FINRA or other state or federal regulators. Producer shall provide to Company prompt notice and a copy of the regulatory findings of any other fines or disciplinary action by FINRA or state or federal regulators involving Producer or any Subproducer. (h) Producer represents, warrants and covenants that it has full power and authority to issue, execute and deliver enter into this Warrant Agreement and to perform its obligations hereunder. (i) Company represents, warrants and covenants that all Products have been filed with and approved by the appropriate insurance departments in compliance with the laws of each state and that Company is licensed to do business by the insurance department of each state. Further, Company represents, warrants and covenants that the Registered Products have been filed and registered as appropriate with the SEC and FINRA and are in compliance with the applicable regulations promulgated under the Exchange Act. Company will, during the term of this Agreement, notify Producer of the issuance by the SEC of any stop order with respect to the registration statement or any amendments thereto or the initiation of any proceedings for that purpose or for any other purpose relating to the registration and offering of the Products and of any other action or circumstance that may prevent the lawful sale of the Products in any state or jurisdiction. (j) Company represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. (k) This Warrant Agreement has been duly authorized issuedauthorized, executed executed, and delivered by the on behalf of Producer and Company and is the constitutes a valid and binding obligation agreement of the Company, parties enforceable in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy bankruptcy, moratorium, insolvency, reorganization or similar other laws relating to affecting or limiting the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, ; (ii) violateas such enforceability is subject to general principles of equity, contravene or result regardless whether such enforceability is considered in a breach proceeding in equity or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or at law; and (iii) require as the consent right of a party to indemnification or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as contribution may be required under applicable securities laws)judicially determined to be unenforceable. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005, as amended. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 24,967,382 shares of Common Stock, of which 8,909,357 2,905,259 shares are issued and outstanding outstanding, and 185,714 shares a sufficient number of which are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Prior Preferred Stock into Common Stock if in the event that this Warrant is exercised with respect to Prior Preferred Stock, (ii) 2,727,273 779,220 shares of Series A Preferred Stock, of which 2,727,273 779,204 are issued and outstanding shares, (iii) 6,460,675 1,845,907 shares of Series B Preferred Stock, of which 6,460,675 1,845,888 are issued and outstanding shares, (iv) 20,551,163 4,815,606 shares of Series C Preferred Stock, of which 16,364,832 4,680,329 are issued and outstanding shares, and (v) 13,887,716 3,989,217 shares of Series D I) Preferred Stock, of which 7,292,127 3,815,218 are issued and outstanding shares and (vi) 5,745,699 shares of Series E Preferred Stock, of which 5,505,331 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representationsLending Stockholder hereby represents, warranties warrants and covenants made by the Companyto Borrower as follows: (a) The Company Lending Stockholder has all necessary corporate power and authority to issue(a) execute, execute deliver and perform all of its obligations under this Agreement, and (b) lend and deliver the Borrowed Shares. Lending Stockholder has such knowledge and experience in business and financial matters that it is able to protect its own interests and evaluate the risks and benefits of entering into this Warrant Agreement. b) The execution, delivery and to perform its obligations hereunder. This Warrant performance of this Agreement by Lending Stockholder has been duly authorized issuedby all requisite action on the part of Lending Stockholder, and has been duly executed and delivered by Lending Stockholder. c) The execution and delivery by the Company Lending Stockholder of this Agreement does not, and is Lending Stockholder’s performance of its obligations thereunder will not (i) violate any charter documents of Lending Stockholder, as in effect on the valid and binding obligation date hereof, (ii) require any authorization, consent, approval of the Companyor other action of, enforceable in accordance notice to or filing or qualification with its termsany state or federal governmental authority, except as enforceability may be limited by bankruptcy have been, or similar will be, made or obtained prior to execution hereof, (iii) violate in any material respect any state or federal law, rule, regulation or ordinance or any judgment, order or decree of any state or federal court or governmental or administrative authority to which Lending Stockholder, or to Lending Stockholder’s knowledge Borrower or any other person, is subject, including without limitation Section 5 of the Securities Act of 1933, as amended, and other state and federal securities laws relating to the enforcement of creditors’ rights generallyand regulations. (bd) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do Lending Stockholder is not, and the issuance within 90 days of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will notEffective Date has not been, (i) violate an officer, director, representative or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the affiliate of Company, (ii) violatedirectly or indirectly, contravene through one or result more intermediaries, in a breach control of, controlled by, or default under any contractcommon control with Company, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent alone or approval of or the filing of any notice or registration together with any person group, in beneficial ownership or entity (other control of more than such notices or filings as may be required under applicable 9.99% of the total outstanding voting securities laws)of the Company. (de) As long Except as this Warrant isexpressly stated herein, Lending Stockholder is not, directly or indirectly, receiving any consideration from or being compensated in any manner by, and will not at any time in the future accept any consideration or compensation from, Company, any affiliate of Company, or any shares of Preferred Stock issued upon exercise of other person for entering into this Warrant Agreement or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, lending the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Borrowed Shares. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued The Borrower hereby represents and delivered by the Company and accepted by each Holder on the basis of the following representationswarrants to, warranties and covenants made by and agrees with the CompanyLenders that: (a) A. The Company has all necessary corporate power execution and authority to issue, execute and deliver delivery of this Warrant and to perform its obligations hereunder. This Warrant Amendment has been duly authorized issuedby all requisite action on the part of the Borrower. B. The representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date, executed except to the extent (a) such representations and delivered by warranties expressly relate to an earlier date (and the Company representations and warranties set forth in Section 4.1 and Section 4.18 (relating solely to the Confidential Offering Memorandum) of the Credit Agreement and Section 19(a) and Section 19(q) (relating solely to the Confidential Offering Memorandum) of the Master Lease shall be construed to relate only to the date of the Credit Agreement and the Master Lease, respectively, and to the Closing Date), in which case each such representation and warranty shall be true and correct in all material respects as of such earlier date and (b) of inaccuracies resulting from transactions permitted under the Loan Documents. C. Attached hereto as Exhibit A is a true, correct and complete copy of the Amendment to Lease/Purchase Documents. D. No member of the Restricted Group is required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other person or entity in connection with or as a condition to the execution, delivery or performance of this Amendment. E. This Amendment constitutes the legal, valid and binding obligation of the CompanyBorrower, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy or subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance availability of the shares remedy of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate specific performance or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice other equitable remedy or registration with relief to enforce any person or entity (other than such notices or filings as may be required under applicable securities laws)right thereunder. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company represents and warrants to the Holder that: (i) The Company has all necessary corporate the power and authority to issue, execute and deliver this Agreement and has the power to issue the Warrant Shares and to perform its obligations hereunder. This under this Agreement and the Warrant has been duly authorized issuedCertificates. (ii) The execution, executed delivery and delivered performance by the Company of this Agreement and is the valid and binding obligation issuance of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable Warrant Shares upon the exercise of this Warrant the Warrants have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do notall necessary action, and the issuance do not (A) violate any provision of applicable law or regulation, or of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws's Charter, or of any laworder, statutewrit, regulation, rule, judgment injunction or order decree of any court or governmental authority applicable to the Company, or (iiB) violate, contravene or result in a breach of, or constitute a default under under, or require any contractconsent under, agreement or instrument any contractual obligation to which the Company is a party or by which the Company or any of its assets are is bound or affected. The Company has taken sufficient corporate action to reserve a sufficient number of authorized but unissued Common Shares in connection with the prospective issuance of the Warrant Shares. (iii) require This Agreement has been duly executed and delivered by the consent Company and constitutes a legal, valid, binding and enforceable obligation of the Company, except as limited by bankruptcy, insolvency or approval other similar laws now or hereafter in effect affecting the enforcement of creditors' rights and by the application of equitable principles. The Warrants and the Warrant Certificates constitute legal, valid, binding and enforceable obligations of the Company, except as limited by bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the filing enforcement of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this creditors' rights and by the application of equitable principles, and the Warrant isShares, or any shares of Preferred Stock when issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock arethe Warrants, issued and outstandingwill be duly authorized, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners Vvalidly issued, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.fully paid and

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis A. As of the following representationstime of the signing, warranties Client is not in possession of any material2 non-public information with respect to the Issuer or the Securities. Client represents and covenants made by warrants that the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company Plan is being entered into in good faith and is not part of a plan or scheme to evade the valid prohibitions of Rule 10b5-l. B. While the Plan is in effect, the Client will at all times act in good faith and binding obligation will not take any action or omit to take any action intended to evade the prohibitions of the CompanyRule 10b5-l. C. Client agrees not to communicate, enforceable in accordance with its termsdirectly or indirectly, except as enforceability may be limited by bankruptcy or similar laws any material non-public information relating to the enforcement Securities or the Issuer to any employee of creditors’ rights generallyBroker or its affiliates who is involved, directly or indirectly, in executing the Plan at any time while the Plan is in effect. Client acknowledges that Broker and its affiliates may from time to time possess material nonpublic information relating to the Securities or the Issuer and are under no obligation to disclose that information to Client. (b) The shares of Preferred Stock issuable upon the exercise D. Client’s execution of this Warrant have been duly authorized and reserved for issuance by Plan or any amendment hereto, as the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do notcase may be, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance purchases contemplated hereby does not and will not violate or conflict with the terms hereof will not, (i) violate or contravene the CompanyClient’s Articles certificate of incorporation or by-lawslaws or, if applicable, any similar constituent document, or any law, statute, regulation, rule, judgment rule regulation or order agreement binding on or applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company Client or any of its assets are bound subsidiaries or (iii) require the consent any of its or approval of their property or the filing of assets. E. Client acknowledges that Client is solely responsible for making any notice or registration necessary disclosures and/or complying with any person or entity reporting requirements under and otherwise complying with Sections 13 and 16 of the Exchange Act, Rule 144 and Regulation S-K of the Securities Act of 1933 (other than such notices or filings as may be required under applicable securities laws). (dthe “Securities Act”) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in applicable laws, rules and regulations. Client acknowledges that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as neither Broker nor any of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant its affiliates has advised it with respect to Common Stock and any legal, regulatory, tax, accounting or economic consequences arising from the conversion Plan or any transactions under the Plan. If applicable, Bxxxxx agrees to conduct all sales transactions in accordance with the manner of sale requirement of Rule 144 under the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockSecurities Act.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) So long as this Warrant has not terminated, Holder shall be entitled to receive such financial and other information as the Holder would be entitled to receive under the Stock Purchase Agreement applicable to the Preferred Stock if Holder were a holder of that number of shares issuable upon full exercise of this Warrant. (f) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 20,000,000 shares of Common Stock, of which 8,909,357 1,191,259 shares are issued and outstanding 8,240,518 shares are reserved for issuance upon conversion of the Preferred Stock, and 1,773,002 shares of which have been reserved for issuance under the Company’s 2006 Omnibus Securities and Incentive Plan; and (ii) 8,240,518 shares of Preferred Stock, consisting of 1,000,000 shares designated as Series A-1 Preferred Stock, all of which are issued and outstanding; 1,084,000 shares designated as Series A-2 Preferred Stock, all of which are issued and outstanding; 930,000 shares designated as Series A-3 Preferred Stock, of which 915,000 shares are issued and outstanding and 185,714 15,000 shares are have been reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 warrants; 873,390 shares of designated as Series A A-4 Preferred Stock, of which 2,727,273 858,369 shares are issued and outstanding shares, (iii) 6,460,675 and 15,021 shares have been reserved for issuance upon the exercise of a warrants; 1,027,397 shares designated as Series B Preferred Stock, all of which 6,460,675 are will be issued and outstanding sharesoutstanding, (iv) 20,551,163 and 3,325,731 shares of designated as Series C Preferred Stock, 3,102,190 of which 16,364,832 are issued and outstanding sharesoutstanding, and (v) 13,887,716 223,541 shares of Series D Preferred Stock, which have been reserved for issuance upon the exercise of which 7,292,127 are issued and outstanding shareswarrants (including this Warrant). Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common Common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the CompanyCompany as of the date of issuance of this initial Warrant to the initial Holder: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant isobligations under the Loan and Security Agreement No. 3771 between the Company and Lighthouse Capital Partners V, or any shares L.P. dated as of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock areFebruary 11, issued and 2004 (the “Loan Agreement”) are outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Agreement. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 18,500,000 shares of Common Stock, of which 8,909,357 1,003,427 shares are issued and outstanding and 185,714 outstanding, 2,996,573 shares are reserved for issuance upon the exercise of this Warrant with respect options issued pursuant to Common the Company’s 2002 Stock Plan and 46,176 shares are reserved for issuance upon the conversion exercise of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockwarrant, (ii) 2,727,273 6,000,000 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 6,000,000 are issued and outstanding shares, and (viii) 13,887,716 8,101,102 shares of Series D B Redeemable Preferred Stock, of which 7,292,127 8,101,101 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder’s request, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued 10.1 Pfizer hereby represents and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Companywarrants to Xxxxxxx as follows: (a) The Company Pfizer has all necessary the corporate power and authority to issue, execute and deliver this Warrant Agreement and to perform its obligations hereunder. This Warrant has , and the execution, delivery and performance of this Agreement by Pfizer have been duly and validly authorized issuedand approved by proper corporate action on the part of Pfizer, executed and delivered Pfizer has taken all other action required by law, its corporate statutes, certificate of incorporation or by-laws or any agreement to which it is a party or to which it may be subject required to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the Company and is the part of Xxxxxxx, this Agreement constitutes a legal, valid and binding obligation of the CompanyPfizer, enforceable against Pfizer in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy applicable bankruptcy, insolvency, reorganization or other similar laws of general application relating to the enforcement of creditors’ rights generally' rights. (b) The shares To the best of Preferred Stock issuable upon Pfizer's knowledge, the exercise execution and delivery of this Warrant have been duly authorized Agreement by Pfizer and reserved for issuance the performance by the Company andPfizer contemplated hereunder will not violate any ordinance, when issued in accordance with the terms hereoflaw, will be validly issueddecree or government regulation or any order of any court or other governmental department, fully paid and nonassessableauthority, agency or instrumentality thereof. (c) The issuanceTo the best of Pfizer's knowledge, as of the date hereof the issued Licensed Patents are valid and enforceable patents and are not being infringed. In addition, Pfizer is the legal and beneficial owner of all the Licensed Patents and all of the Technical Information, and no other person, firm, corporation or other entity has any right, interest or claim in or to the Licensed Patents or Technical Information. (d) Neither the execution and delivery of this Warrant do notAgreement nor the performance hereof by Pfizer requires Pfizer to obtain any permits, authorizations or consents from any governmental body or from any other persons, firm or corporation, and such execution, delivery and performance will not result in the breach of or give rise to any termination of any agreement or contract to which Pfizer may be a party or which otherwise relates to the Licensed Patents, Technical Information or the Licensed Products. 10.2 Xxxxxxx hereby represents and warrants to Pfizer as follows: (a) Xxxxxxx has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the issuance of the shares of Preferred Stock upon the exercise execution, delivery and performance of this Warrant in accordance with Agreement by Xxxxxxx has been duly and validly authorized and approved by proper corporate action on the terms hereof will notpart of Xxxxxxx, (i) violate or contravene the Company’s Articles and Xxxxxxx has taken all other action required by law, its certificate of incorporation or by-laws, laws or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company it is a party or by to which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as it may be subject required under to authorize such execution and delivery. Assuming due authorization, execution and delivery on the part of Pfizer, this Agreement constitutes a legal, valid and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms, except as the enforceability thereof may be limited by applicable securities laws)bankruptcy, insolvency, reorganization or other similar laws of general application relating to creditors' rights. (db) As long as To the best of Xxxxxxx' knowledge, the execution and delivery of this Warrant isAgreement and the performance by Xxxxxxx contemplated hereunder will not violate any state, federal or other statute or regulation or any shares order of Preferred Stock issued upon exercise any court or other governmental department, authority, agency or instrumentality of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005United States. (ec) As of Neither the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued execution and outstanding and 185,714 shares are reserved for issuance upon the exercise delivery of this Warrant with respect Agreement nor the performance hereof by Xxxxxxx requires Xxxxxxx to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockobtain any permits, (ii) 2,727,273 shares of Series A Preferred Stockauthorizations or consents from any governmental body or from any other persons, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding sharesfirm or corporation, and (v) 13,887,716 shares such execution, delivery and performance will not result in the breach of Series D Preferred Stock, or give rise to any termination of any agreement or contract to which 7,292,127 are issued and outstanding shares. Company has delivered Xxxxxxx may be a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder party. 10.3 Pfizer disclaims any implied warranty that Licensed Products made in accordance with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockLicensed Patents have commercial utility.

Representations, Warranties and Covenants. This Warrant is issued Seller represents and delivered by the Company and accepted by each Holder on the basis of the following representationswarrants unto Pur- chaser, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, and through the authorized capital stock date of Closing, as follows: A. To the best of Seller’s actual knowledge, the legal description set forth in Ex- hibit “A” attached hereto is an accurate description of the Company consists Real Estate and except as disclosed as an exhibit to this Agreement, neither Seller nor any partners, shareholders or affiliates own any interest in real property which is adjacent or contiguous to the Real Estate. B. The party executing this Agreement on behalf of Seller has the full power and authority to enter into and perform this Agreement on behalf of Seller and the person executing this Agreement has been duly authorized to do so on behalf of Seller. C. To the best of Seller’s knowledge, except as disclosed as an exhibit to this Agreement, there are no lawsuits, condemnation proceedings or environmental investigations, pending or threatened, affecting the Subject Premises or Seller’s ability to convey same. (i) 65,500,000 shares See attached Exhibit B.) D. There are no outstanding blight violations, inspection fees, tickets or any other costs or fees due to the city or state that governs the location of Common Stockthe Real Estate. E. The Real Estate is serviced by municipal sewer and water, with all electrical and other mechanical and utility systems serving the Subject Premises are, to the best of which 8,909,357 shares Seller’s knowledge, in good operating condition. F. There are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise no leases or service contracts or other agreements of this Warrant any kind or na- ture whatsoever, written or oral, express or implied, with respect to Common Stock and the conversion Real Estate. G. No bankruptcy, insolvency, rearrangement or similar action or proceeding in- volving the Subject Premises or Seller is pending, threatened against or being contemplated by Seller. H. Seller is not a “foreign person” as defined in §1445(f)(3) of the Preferred Stock Internal Reve- nue Code; Seller shall so certify at closing. I. Without Purchaser’s prior written consent, until the date of Closing, Seller shall refrain from transferring any of the Subject Premises or creating on the Subject Premises any easements, leases, liens, mortgages, encumbrances, easements or rights of way, or enter into Common Stock if this Warrant is exercised with respect to Preferred Stockany other agreement that affects the Real Estate. J. Seller shall execute, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding sharesacknowledge, and (v) 13,887,716 shares deliver to the Purchaser all further doc- uments or instruments as may be requested by the Purchaser, in its sole discretion, to effectuate the purpose and/or intent of Series D Preferred Stockthis Agreement and/or to assist Purchaser in obtaining the neces- sary permits and licenses relevant to its desired use for the Real Estate. If at any time prior to Closing, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization it is determined that any of the Company. At representations and warranties set forth above are incorrect or untrue or in the request event that that Seller fails to perform any of Holderthe covenants contained in this Agreement, not more than once per calendar quarterthen, the Company will provide Holder with a current capitalization table indicating changesin such event, if any, and notwithstanding anything contained herein to the number contrary, it shall be considered a default by Seller in accordance with Section 13 hereto. Seller acknowledges that Purchaser intends to purchase the Subject Premises in the condition ex- isting as of outstanding shares of common stock the Effective Date and preferred stockSeller shall be required to reasonably maintain the Subject Premises in such condition subject to reasonable wear and tear based on Purchaser’s intended use.

Representations, Warranties and Covenants. This Warrant is issued Company hereby represents, warrants and delivered by the Company and accepted by each Holder on the basis covenants to First USA, as of the following representationsdate hereof and the Effective Date, warranties and covenants made by the Companyas follows: (a) The execution, delivery and performance of this Agreement by Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issuedand approved by all necessary corporate or other action, executed and delivered by the this Agreement is legally binding on and enforceable against Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery of this Agreement does not violate the provisions of Company's articles of incorporation or bylaws, except each as enforceability may be limited by bankruptcy or similar laws relating amended to the enforcement date hereof, or any judgment, decree, mortgage, agreement, law, indenture or other instrument applicable to Company. No notice to, filing with, authorization of, exemption by, or consent or approval of creditors’ rights generallyany third person is necessary for the consummation by Company of the transactions contemplated by this Agreement, or for the performance of Company's obligations hereunder. (b) The shares Company has fully performed its services under the ISO Agreement with respect to each Merchant and Merchant Account. There is no action, suit, proceeding, claim or investigation pending or, to the best of Preferred Stock issuable upon Company's knowledge, threatened, by any Merchant with against or with respect to the exercise Company. All of this Warrant have been duly authorized the Merchants are listed on Schedule A attached hereto and reserved for issuance constitute all of the merchants referred by Company to First USA pursuant to the ISO Agreement. Company andis not a party to, when issued in accordance and has not entered into, any agreements, understandings or arrangements with any of the terms hereof, will be validly issued, fully paid and nonassessableMerchants. (c) The issuance, execution and delivery Company is not aware of this Warrant do not, any information necessary to enable a prospective purchaser to make an informed investment decision to purchase the interests to the ISO Agreement and the issuance Merchants and Merchant Accounts described herein, which has not been expressly disclosed in writing, nor of any fact which materially adversely affects the business, operations, properties, prospects or conditions, financial or otherwise, of the shares of Preferred Stock upon the exercise of this Warrant Merchants and Merchant Accounts which has not been disclosed in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable writing to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)First USA. (d) As long as this Warrant isThis Agreement conveys all rights, or any shares title and interests, free and clear of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stockall Liens, of which 8,909,357 shares are issued Company in the ISO Agreement and outstanding and 185,714 shares are reserved for issuance upon in the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockMerchant Accounts.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stockas soon as practicable, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.but in any event within one hundred

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 3821 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 295, 20052004. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 50,000,000 shares of Common Stock, of which 8,909,357 1,349,403 shares are issued and outstanding and 185,714 47,468 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 1,429,566 shares of Series A A-l Preferred Stock, of which 2,727,273 1,429,566 are issued and outstanding shares, (iii) 6,460,675 3,813,289 shares of Series B X-x Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 3,813,289 are issued and outstanding shares, and (viv) 13,887,716 16,684,897 shares of Series D C-l Preferred Stock, of which 7,292,127 16,106,669 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder’s request, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or entity, except for filings as may be required under applicable California securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and information in parity with that given to other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as holders of March 29, 2005Series D Preferred Stock. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 62,000,000 shares of Common Stock, of which 8,909,357 7,025,714 shares are issued and outstanding and 185,714 786,126 shares are reserved for issuance upon the exercise of this Warrant and that certain Warrant dated May 1, 2008, with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant and that certain Warrant dated May 1, 2008, is exercised with respect to Preferred Stock, and (ii) 2,727,273 4,228,329 shares of Series A A-1 Preferred Stock, of which 2,727,273 4,228,329 are issued and outstanding shares, ; (iii) 6,460,675 1,198,046 shares of Series A-2 Preferred Stock, of which 1,198,046 are issued and outstanding shares (iv) 3,339,341 shares of Series B Preferred Stock, of which 6,460,675 3,339,341 are issued and outstanding shares, ; (ivv) 20,551,163 28,089,885 shares of Series C Preferred Stock, of which 16,364,832 28,089,885 are issued and outstanding shares, shares and (vvi) 13,887,716 4,000,000 shares of Series D Preferred Stock, of which 7,292,127 2,930,500 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder as of March 31, 2008, summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each the Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Common Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Common Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles 's Certificate or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Common Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in SECTION 6.3 of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners VIII, L.P. dated as of March 296, 20052000. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 35,000,000 shares of Common Stock, of which 8,909,357 [3,980,831] shares are issued and outstanding and 185,714 200,000 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred StockWarrant, (ii) 2,727,273 7,913,224 shares of Series A Preferred Stock, of which 2,727,273 7,694,809 are issued and outstanding shares, (iii) 6,460,675 4,510,000 shares of Series B Preferred Stock, of which 6,460,675 4,510,000 are issued and outstanding shares, (iv) 20,551,163 6,491,498 shares of Series C Preferred Stock, of which 16,364,832 6,491,498 are issued and outstanding shares, and (v) 13,887,716 3,000,000 shares of Series D Preferred Stock, of which 7,292,127 2,278,996 are issued and outstanding shares. Company has delivered Attached hereto as EXHIBIT B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued The Borrower represents, warrants and delivered by the Company and accepted by each Holder on the basis covenants as follows as of the following representations, warranties and covenants made by the Companydate hereof: (a) A. Each of the representations and warranties contained in the Credit Agreement, as amended by this Fourth Amendment, and the other Loan Documents are true and correct as of the date hereof. No material adverse change has occurred in the assets, liabilities, financial condition, business or prospects of the Borrower or the Guarantor from that disclosed in the management-prepared financial statements most recently distributed to the Lender. No Default or Event of Default has occurred or is continuing. B. The Company has all necessary corporate power and authority to issueCredit Agreement, execute and deliver as amended by this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issuedFourth Amendment, executed and delivered by constitutes the Company and is the legal, valid and binding obligation obligations of the CompanyBorrower, enforceable against it in accordance with its their respective terms, except as enforceability may be limited by bankruptcy or subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating affecting the rights and remedies of creditors generally or the application of principles of equity, whether in any action at law or proceeding in equity, and subject to the enforcement availability of creditors’ rights generallythe remedy of specific performance or of any other equitable remedy or relief to enforce any right thereunder. (b) C. The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do notFourth Amendment and the other documents, if any, by the Borrower and the transactions contemplated hereby are within the corporate power and authority of the Borrower and have been authorized by all necessary corporate proceedings, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof do not and will not, not (i) violate or contravene any provision of the Company’s Articles charter documents or by-laws, laws of the Borrower or any law, statute, regulation, rule, judgment rule or order regulation applicable to the Company, Borrower; (ii) violatecontravene any provision of, contravene or result in a breach constitute an event o f default or event that, but for the requirement that time elapse or notice be given (or both) would constitute an event of default under under, any contractother agreement, agreement instrument, order or instrument to which undertaking binding on the Company is a party or by which the Company or any of its assets are bound Borrower; or (iii) result in or require the consent or approval of or the filing imposition of any notice encumbrance or registration with lien on any person of the properties, assets or entity rights of the Borrower (other than such notices or filings as may be required under applicable securities lawspursuant to any Security Document executed in connection with the Credit Agreement). (d) As long as D. The Borrower and the Lender acknowledge and agree that but for this Warrant isFourth Amendment, or any shares the Borrower would have been in default under the terms and conditions o f the Credit Agreement; and that the terms and conditions set forth herein and the avoidance of Preferred Stock issued upon exercise such a default constitute fair and adequate consideration mutually exchanged by the Borrower and the Lender in their execution and delivery of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005Fourth Amendment. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 3821 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 295, 20052004. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 50,000,000 shares of Common Stock, of which 8,909,357 1,349,403 shares are issued and outstanding and 185,714 142,405 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, and (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.1,429,566

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain the Loan Agreement, provided, however, the obligations to provide financial and Security Agreement No. 4561 between other information shall terminate upon the Company and Lighthouse Capital Partners V, L.P. dated as consummation of March 29, 2005a Public Offering. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 45,000,000 shares of Common Stock, of which 8,909,357 3,699,867 shares are issued and outstanding and 185,714 228,219 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 4,775,000 shares of Series A Preferred Stock, all of which 2,727,273 are issued and outstanding shares, ; (iii) 6,460,675 11,171,273 shares of Series B Preferred Stock, of which 6,460,675 10,527,780 are issued and outstanding shares, ; (iv) 20,551,163 8,300,000 shares of Series C Preferred Stock, of which 16,364,832 7,994,548 are issued and outstanding shares, ; and (v) 13,887,716 9,970,331 shares of Series D Preferred Stock, of which 7,292,127 7,117,588 are issued and outstanding shares. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once Once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued The Grantor represents and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company:warrants as follows. (a) The Company Grantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; the Grantor has all necessary corporate the lawful power and authority to issue, execute and deliver this Warrant own its properties and to perform its obligations hereunder. This Warrant has been duly authorized issuedengage in the businesses it conducts, executed and delivered by the Company and is duly qualified and in good standing as a foreign corporation in the valid and binding obligation of jurisdictions wherein the Company, enforceable in accordance with failure to so qualify would have a material adverse effect on the Grantor or its terms, except as enforceability may be limited by bankruptcy business or similar laws relating to the enforcement of creditors’ rights generallyprospects. (b) The shares Grantor is not in default with respect to any of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do notits existing indebtedness, and the issuance of the shares of Preferred Stock upon the exercise making and performance of this Warrant in accordance Agreement will not (immediately or with the terms hereof will notpassage of time, the giving of notice, or both): (i) violate or contravene the Company’s Articles or articles of incorporation, by-laws, laws or other organizational of the Grantor or violate any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene laws or result in a breach or default under any contract, agreement agreement, or instrument to which the Company Grantor is a party or by which the Company Grantor or any of its assets are bound property is bound; or (ii) result in the creation or (iii) require the consent or approval of or the filing imposition of any notice security interest in, or registration with lien or encumbrance upon, any person or entity (of the assets of the Grantor, other than such notices or filings as may be required under applicable securities laws)in favor of the Secured Party. (c) The Grantor has the power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all actions necessary to authorize the execution, delivery, and performance of this Agreement. (d) As long as this Warrant isThis Agreement is valid, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock arebinding, issued and outstanding, the Company will provide to the Holder the financial and other information described enforceable in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005accordance with its terms. (e) As The chief place of business and chief executive office of the date hereofGrantor and the office where the Grantor keeps its records concerning the Collateral, are located at 0000 Xxxxxxxxxxx Xxx, Xxxx Xxxx, Xxxxxxxxxx 00000. (f) The Grantor is, or as soon as practicable following the Closing will be, the authorized capital stock legal and beneficial owner of the Company consists Collateral free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement and Permitted Liens. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Secured Party relating to this Agreement and Permitted Liens. As used herein, "Permitted Liens" means (i) 65,500,000 shares of Common Stockliens to secure taxes, of assessments or charges not yet due or which 8,909,357 shares are issued being contested in good faith and outstanding by appropriate proceedings and 185,714 shares for which adequate reserves are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, maintained; (ii) 2,727,273 shares carriers', mechanics', warehousemen's artisans', repairmen's or similar liens arising in the ordinary course of Series A Preferred Stock, of business which 2,727,273 are issued not overdue or which are being contested in good faith and outstanding shares, by appropriate proceedings and for which adequate reserves are maintained; and (iii) 6,460,675 shares liens and encumbrances which (A) existed on property acquired by the Grantor before the time of Series B Preferred Stockits acquisition and was not created in anticipation of such event, or (B) were taken or retained by the seller of which 6,460,675 are issued and outstanding sharessuch property to secure all or part of its price or created solely for the purpose of securing indebtedness representing, (iv) 20,551,163 shares or incurred to finance or refinance the cost of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table such property; provided that no such Lien shall extend to Holder summarizing the capitalization or cover any property of the Company. At Grantor other than the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock property so acquired and preferred stockimprovements on such property.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) A. The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) B. The shares of Preferred Stock issuable upon the exercise of this Warrant have been will be duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The C. This issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles of Incorporation or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)entity. (d) D. As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Lease Line Schedule No. 01 to Master Equipment Lease Agreement No. 4561 111 between the Company and Lighthouse Capital Partners VPartners, L.P. dated as of March 29August 10, 20051995. (e) As E. The Company hereby grants to the Holder the Registration Rights contained in Section 1 of the date hereofCompany's Investor Rights Agreement dated as of June 4, the authorized capital stock of the Company consists of 1994, so that (i) 65,500,000 the shares of Common Stock, Stock issuable upon conversion of which 8,909,357 the shares are issued and outstanding and 185,714 shares are reserved for issuance of Preferred Stock issuable upon the exercise of this Warrant with respect to Common Stock shall be Registrable Securities, and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares the Holder shall be a "Holder", for all purposes of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stocksuch Investor Rights Agreement.

Representations, Warranties and Covenants. This Warrant is issued The Borrowers hereby represent and delivered by warrant to, and covenant and agree with, the Company Agent and accepted by each Holder on the basis of the following representations, warranties and covenants made by the CompanyLenders that: (a) A. The Company has all necessary corporate power execution and authority to issue, execute and deliver delivery of this Warrant and to perform its obligations hereunder. This Warrant Amendment has been duly authorized issuedby all requisite corporate action on the part of the Borrowers. B. As of the date hereof and after giving effect to this Amendment, executed the representations and delivered by warranties of the Company Borrowers contained in the Loan Agreement, as amended hereby, and the other Loan Documents are true and correct in all material respects on and as of the date of this Amendment as though made at and as of such date. Since April 23, 2003, after giving effect to this Amendment, no event or circumstance has occurred or existed which could reasonably be expected to have Material Adverse Effect. As of the date hereof and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. C. The Borrowers are not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any governmental instrumentality or other agency or any other Person in connection with, or as a condition to, the execution, delivery or performance of this Amendment by such party. D. This Amendment constitutes the legal, valid and binding obligation of the CompanyBorrowers, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy or subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to affecting the enforcement rights and remedies of creditors’ rights generallycreditors generally or the application of principles of equity, whether in any action at law or proceeding in equity. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance E. Each of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will notBorrowers warrants and represents that, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock it has no defenses, setoffs, claims, counterclaims or causes of the Company consists action of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant any kind or nature whatsoever with respect to Common Stock the Loan Documents and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, Amendment. F. All references to the number Loan Agreement (howsoever called) in any Loan Documents shall, from and after the date hereof, refer to the Loan Agreement as amended by this Amendment. All Loan Documents heretofore executed by the Borrowers shall remain in full force and effect and, by the execution of outstanding shares of common stock this Amendment by the Borrowers, such Loan Documents are hereby ratified and preferred stockaffirmed.

Representations, Warranties and Covenants. This Warrant A. Each of the Borrowers represents and warrants to the Lender that: 1. ABL and Federal Leasing have each been duly organized and are validly existing as corporations in good standing under the laws of their respective states of incorporation. 2. It is issued duly licensed as a "Licensee" or is otherwise qualified in each state in which it transacts business and delivered by the Company is not in default of such state's applicable laws, rules and accepted by each Holder regulations, except where failure to so qualify or such default would not have a material adverse effect on the basis ability of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority such Borrower to issue, execute and deliver this Warrant and conduct its business or to perform its obligations hereunderunder this Agreement. It has the requisite power and authority and legal right to own and xxxxx x xxxx on all of its right, title and interest in and to the Collateral, and to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement, the Custodial Agreement and the Secured Note. 3. At all times after the Custodian has received a Contract from such Borrower and until payment in full of the Loan, such Borrower will not knowingly and intentionally commit any act in violation of applicable laws, or regulations promulgated with respect thereto. 4. Such Borrower is solvent and is not in default under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money, and the execution, delivery and performance by such Borrower of this Agreement, the Custodial Agreement, and the Secured Note do not conflict with any term or provision of the certificate of incorporation or by-laws of such Borrower or any law, rule, regulation, order, judgment, writ, injunction or decree applicable to such Borrower of any court, regulatory body, administrative agency or governmental body having jurisdiction over such Borrower and will not result in any violation of any such mortgage, instrument or agreement. 5. All financial statements or certificates of such Borrower, any Affiliate of such Borrower or any of its officers furnished to the Lender are true and complete and do not omit to disclose any material liabilities or other facts relevant to such Borrower's or such Affiliate's condition. As used in this Agreement, "Affiliate" means (i) American Business Financial Services, Inc., Processing Service Center, Inc., American Business Credit, Inc., HomeAmerican Credit, Inc. d/b/a Upland Mortgage, New Jersey Mortgage and Investments, Inc., ABC Holdings Corporation and HomeAmerican Consumer Discount Company and (ii) any person directly or indirectly controlling, controlled by, or under common control (within the definition of "control" set forth in the Securities and Exchange Act of 1934, as amended) with such Borrower, who, in accordance with GAAP, can be consolidated with such Borrower for financial reporting purposes. All such financial statements have been prepared in accordance with GAAP. No financial statement or other financial information as of a date later than that supplied to the Lender, has been furnished by such Borrower or any of its Affiliates to another lender of such Borrower or any of its Affiliates that has not been furnished to the Lender. 6. No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by such Borrower of this Agreement, the Custodial Agreement and the Secured Note. 7. There is no action, proceeding or investigation pending with respect to which such Borrower has received service of process or, to the best of such Borrower's knowledge threatened against it before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, the Custodial Agreement or the Secured Note, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Custodial Agreement or the Secured Note, or (C) which would materially and adversely affect the validity of the Contracts or the performance by it of its obligations under, or the validity or enforceability of, this Agreement, the Custodial Agreement or the Secured Note. 8. There has been no material adverse change in the business, operations, financial condition, properties or prospects of such Borrower or any Affiliate since the date set forth in the financial statements supplied to the Lender. 9. This Warrant has Agreement, the Custodial Agreement and the Secured Note have been duly authorized issuedauthorized, executed and delivered by the Company such Borrower all requisite corporate action having been taken, and each is the valid valid, binding and binding obligation of the Company, enforceable against such Borrower in accordance with its terms, terms except as enforceability such enforcement may be limited affected by bankruptcy bankruptcy, by other insolvency laws, or similar laws by general principles of equity. 10. There are no Liens on any Servicing Agreement or on any computer hardware or software relating to the enforcement servicing of creditors’ rights generallythe Pledged Contracts. (b) The shares of Preferred Stock issuable upon B. With respect to every Contract delivered to the exercise of this Warrant have been duly authorized Custodian, the related Borrower represents and reserved for issuance by warrants to the Company andLender that: 1. Such Contract and all accompanying documents are complete and authentic and all signatures thereon are genuine; 2. Such Contract arose from a bona fide lease, when issued complying with all applicable State and Federal laws and regulations, to persons having the legal capacity to contract; 3. All amounts represented to be payable on such Contract are, in fact, payable in accordance with the terms hereofprovisions of such Contract; 4. Such Contract is secured by a piece of Equipment; 5. The Equipment subject to any security interest given in connection with such Contract is not subject to any encumbrance, will be validly issued, except for liens released simultaneously with the grant of a security interest in favor of the Lender hereunder in such Contract and Equipment; 6. Such Contract has been fully paid and nonassessable.for by the related Borrower; (c) The issuance7. Immediately prior to its pledge hereunder, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock each item of Collateral, the related Borrower held good and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding sharesindefeasible title to, and (v) 13,887,716 shares was the sole owner of, such Collateral, and such Collateral is not subject to any liens, charges, mortgages, participations, encumbrances or rights of Series D Preferred Stockothers, except for liens released simultaneously with the Borrowers' pledge of which 7,292,127 are issued and outstanding sharessuch Collateral made herein; 8. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, Each Contract conforms to the number of outstanding shares of common stock and preferred stock.description thereof as set forth on the related Contract Schedule;

Representations, Warranties and Covenants. This Warrant (a) From the date hereof until the Termination Date, each of the Company and Sponsor agrees not to discuss with Broker the Company’s business, operations or prospects or any other information likely to be related to the value of the Shares or likely to influence a decision to sell Shares. Notwithstanding the preceding sentence, with the approval of counsel to Broker, Sponsor and the Company may communicate with Broker personnel who are not responsible for, and have no ability to influence, the execution of this Purchase Plan. Notwithstanding the first sentence in this paragraph, the Company and Sponsor shall jointly provide Broker with a written notification of (i) the Commencement Date, whether the shareholders of the Target have voted on the Business Combination prior to the Commencement Date, and the Per Share Amount (as defined in Appendix A) as soon as practicable after the Preliminary Proxy Statement is issued and delivered filed by the Company with the Securities and accepted by each Holder Exchange Commission, (ii) the filing of any annual report on Form 10-K or quarterly report on Form 10-Q subsequent to the Preliminary Proxy Statement and the per share trust amount contained therein and (iii) the mailing of a proxy or other solicitation materials to shareholders of the Target with respect to a vote on the basis of the following representationsBusiness Combination or any fact that would make purchases under this Purchase Plan unlawful pursuant to Regulation M or otherwise, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority as soon as such fact is known to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generallySponsor. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been Sponsor represents and warrants to Broker that it has duly authorized this Purchase Plan and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessabletransactions contemplated hereby. (c) The issuance, execution and delivery of this Warrant do Sponsor agrees that it will not, and the issuance Company agrees with Broker that neither it nor any “affiliated purchaser” as defined in Rule 10b-18 will, make any purchases of blocks as described in the proviso in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the Commencement Date. (d) Sponsor represents and warrants to Broker that it is not aware of any material, nonpublic information concerning the Company or its securities (“Material, Nonpublic Information”) and is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. (e) Broker represents and warrants to the Company and Sponsor that it has implemented reasonable policies and procedures, taking into consideration the nature of Broker’s business, to ensure that individuals making investment decisions will not violate the laws prohibiting trading on the basis of Material, Nonpublic Information. These policies and procedures include those that restrict any purchase or sale, or the causing of any purchase or sale, of any security as to which Broker has Material, Nonpublic Information, as well as those that prevent such individuals from becoming aware of or being in possession of Material, Nonpublic Information. (f) From the date hereof until the Termination Date, Sponsor agrees not to enter into any hedging transaction with respect to any Shares. (g) Each of the shares Company and Sponsor agrees that, during the period from the Commencement Date to the date falling that number of Preferred Stock upon days following the exercise of this Warrant in accordance with Termination Date equal to the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order “restricted period” applicable to the Company, it will not engage in any “distribution” with respect to which the Shares are a “covered security” (as such terms are defined in Regulation M) or any other activity that would prohibit repurchase of Shares by Broker. (h) Each of the Company and Sponsor represents and warrants that as of the time of execution of this Purchase Plan, it has not entered into any similar plan or agreement with respect to Shares or any security or interest convertible into or exchangeable for Shares. Each of the Company and Sponsor agrees that without the prior written consent of Broker, it shall not, during the Plan Period, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share), or any security convertible into or exchangeable for Shares. (i) Each of the Company and Sponsor agrees to inform Broker (i) of any purchases made during the Plan Period by an “affiliated purchaser” as defined in Rule 10b-18 promptly upon becoming aware of such purchases and (ii) violateif any “affiliated purchaser” intends to make any such purchases, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued promptly upon exercise of this Warrant or any shares of Common Stock issued upon conversion being informed of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005intention. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power Customer hereby represents and authority warrants to issueLaureate that prior to the first commercial sale of Drug Product, execute Customer shall have legal title and/or a valid license to the Cell Line, Process, Compound, Compound Materials, Drug Product and deliver this Warrant and Drug Substance (with rights to allow Laureate to perform its obligations the Services hereunder. This Warrant has been duly authorized issued, executed ) and delivered by the Company and is the valid and binding obligation that Laureate's performance of the CompanyProgram (including its use of the Process) will not violate or infringe on the patents, enforceable in accordance with its termsindustrial property rights, except as enforceability may be limited by bankruptcy trade secrets, trademarks, tradenames, servicemarks, copyrights or similar laws relating any other intellectual property rights of any Third Party. Customer further represents and warrants that prior to the enforcement commencement of creditors’ rights generallyany Program under this Agreement it shall be entitled to supply Cell Line, Compound, Compound Materials, Drug Product, Drug Substance and Customer Confidential Information to Laureate. (b) The shares Customer will notify Laureate immediately if Customer knows or should know that it is no longer entitled through Medarex or directly to supply the Cell Line, Compound, Compound Materials, process patents, Drug Products, Drug Substance, any other materials and/or the Customer Confidential Information to Laureate or that the use by Laureate of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued such materials and/or information infringes or is alleged to infringe any rights (including any intellectual or industrial property rights) vested in accordance with the terms hereof, will be validly issued, fully paid and nonassessableany Third Party. (c) The issuanceTo the best of Customer's knowledge, it hereby represents and warrants to Laureate that the Customer has performed testing to assure itself reasonably that the Compound, Compound Materials, Cell Line, Drug Substance and Drug Product are safe and stable and are and will be in compliance with all federal, state and local laws and regulations required for use, distribution and testing of such materials and that such materials pose no environmental risk. Customer hereby represents and warrants to Laureate that the Process has been operated by Medarex in a manner that can be consistently reproduced at the scale of a 35 liter bioreactor. (d) To the best of Customer's knowledge, it hereby represents to Laureate that any technical or regulatory information or documentation supplied by Customer or on its behalf to Laureate (including, but not limited to, process details, analytical methods, Specifications, development reports, technology transfer documents, plans, engineering documents and other documents) and required for execution of the Program is accurate and suitable for its intended use in all material respects. (e) Each Party hereby represents and warrants to the other Party that it has full power and authority to enter into, deliver and perform its obligations under this Agreement, and it has taken all action required to authorize the execution and delivery of this Warrant do notAgreement and to consummate the transactions contemplated hereby, and the issuance person signing this Agreement on behalf of the shares such Party has been duly authorized to act on behalf of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, and to bind such Party. (f) Laureate warrants and represents that (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Companyeach Program will be performed in accordance in with standard industry custom, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument it will use all commercially reasonable efforts to which achieve the Company is a party or by which estimated deadlines for the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding sharesProgram, (iii) 6,460,675 shares the Drug Product will meet the Specifications set forth in the Program at the time of Series B Preferred Stockdelivery to Customer, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares after applicable regulatory approval of Series C Preferred Stockthe Process and the Drug Product, Laureate will not knowingly ship Drug Substance to Customer that is considered to be adulterated or misbranded, within the meaning of the U.S. Food, Drug & Cosmetics Act, or any comparable U.S. laws, rules or regulations as a result of any act or omission of Laureate, unless Customer has authorized Laureate in writing to do so. (g) Laureate warrants and represents that (i) it has never been, is not currently, and during the term of this Agreement will not become, a Debarred Entity and (ii) to the best of its knowledge no Debarred Entity or Debarred Individual, including any subcontractors or third parties, will perform any services on the Customer's behalf. In the event that Laureate becomes aware of FDA investigations of, or debarment proceedings against, Laureate or any Person performing the Program, Laureate will immediately notify the Customer of any such circumstances during the term of this Agreement. (h) Laureate represents and warrants that the services provided pursuant to this Agreement shall be in compliance with all applicable laws in the United States. (i) Customer is a holder of U.S. Government contracts and is subject to certain additional statutory, regulatory, and contract requirements by virtue thereof. If this Agreement is issued under a U.S. Government prime contract or a subcontract under a U.S. Government prime contract, Laureate agrees to use commercially reasonable efforts to comply with all statutory, regulatory, and contract requirements applicable to the prime contract or subcontract, copies of which 16,364,832 are issued and outstanding sharesshall be furnished to Laureate. (j) THE EXPRESS WARRANTIES OF LAUREATE SET FORTH IN SECTIONS 19 OF THIS AGREEMENT AND THE CERTIFICATIONS REGARDING THE FEDERAL ACQUISITION REGULATIONS SET FORTH IN THE APPLICABLE SCOPE ARE IN LIEU OF ALL CONDITIONS, and (v) 13,887,716 shares of Series D Preferred StockWARRANTIES AND STATEMENTS IN RESPECT OF THE PROGRAM AND/OR THE DRUG PRODUCT, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of HolderWHETHER EXPRESS OR IMPLIED BY STATUTE, not more than once per calendar quarterCUSTOM OF THE TRADE OR OTHERWISE INCLUDING ANY SUCH CONDITION, the Company will provide Holder with a current capitalization table indicating changesWARRANTY OR STATEMENT RELATING TO THE DESCRIPTION OR QUALITY OF THE DRUG PRODUCT UPON COMPLETION OF LAUREATE'S SERVICES, if anyITS FITNESS FOR A PARTICULAR PURPOSE OR USE UNDER ANY CONDITIONS, to the number of outstanding shares of common stock and preferred stockWHETHER OR NOT KNOWN TO LAUREATE, AND THAT ANY SUCH CONDITION, WARRANTY OR STATEMENT IS EXCLUDED FROM THIS AGREEMENT.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representationsThe Grantor represents, warranties warrants and covenants made by the Companyas follows: (a1) The Company Grantor will notify Secured Party immediately in writing of any change in its address, name, or state or form of organization. (2) The Grantor is the legal and beneficial owner of the Collateral free and clear of any Lien except for the security interest created by this Agreement. No effective financing statement or other document similar in effect covering all or any part of the Collateral is on file in any recording office. (3) The Grantor has exclusive and absolute right to collect the Collateral. (4) This Agreement creates a valid security interest in the Collateral, securing payment of the Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken, or shall be taken promptly upon execution hereof. (5) The Grantor is a corporation duly incorporated, validly existing, and in good standing under the laws of Delaware; has the corporate power and authority to issue, execute and deliver this Warrant own its assets and to perform transact its obligations hereunder. This Warrant has business, and is duly qualified and in good standing under the laws of each jurisdiction in which qualification is required. (6) The execution and performance by the Grantor of this Agreement have been duly authorized issuedby all necessary corporate action and do not and will not (a) require any consent or approval of the stockholders of such corporation; (b) contravene such corporation’s character or bylaws; (c) violate any provision of any law, executed and delivered rule, or regulation; or (d) result in a breach of or constitute a default under, any indenture or loan or credit agreement or any other agreement, lease, or instrument to which such corporation is a party of by the Company and which it or its properties may be bound or affected. (7) This Agreement is the valid legal, valid, and binding obligation of the CompanyGrantor, enforceable in accordance with its terms, except as enforceability to the extent that such enforcement may be limited by bankruptcy or applicable bankruptcy, insolvency, and other similar laws relating to the enforcement of creditors’ affecting creditor’s rights generally. (8) No consent of any other person or entity and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (a) for the grant by the Grantor of the assignment and security interest granted hereby or for the execution, delivery, or performance of this Agreement by the Grantor; (b) The shares for the perfection or maintenance of Preferred Stock issuable upon this assignment, and security interest created hereby (including the first priority nature of such assignment, and security interest); or (c) for the exercise by Secured Party of the rights provided for in this Warrant have been duly authorized and reserved for issuance by Agreement or the Company and, when issued remedies in accordance with respect of the terms hereof, will be validly issued, fully paid and nonassessableCollateral pursuant to this Agreement. (c9) The issuance, execution and delivery There are no conditions precedent to the effectiveness of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate Agreement that have not been satisfied or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)waived. (d10) As long as this Warrant isGrantor shall not pledge, sell, assign, transfer, create or suffer to exist any shares of Preferred Stock issued upon exercise of this Warrant security interest in or other lien or encumbrance on any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As part of the date hereofCollateral or grant or suffer to exist any security interest in or other lien or encumbrance on any of Grantor’s inventory or other assets to anyone other than Secured Party, without Secured Party’s prior written consent. Grantor hereby agrees to defend the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued same against any and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockall persons whatsoever.

Representations, Warranties and Covenants. This Warrant is issued 9.1. Each party represents and delivered by warrants to the Company and accepted by each Holder other party that, on the basis date hereof and as of the following representationsEffective Time, warranties and covenants made by the Companythat: (a) The Company it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (b) it has all necessary requisite corporate power and authority to issue, execute and deliver enter into this Warrant Agreement and to perform consummate the Merger; (c) compliance by it with all provisions of this Agreement will not conflict with or result in a breach or violation of any understanding or agreement to which it is bound or subject and will not result in any violation of its obligations hereunder. This Warrant Certificate of Incorporation or By-laws or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over it or any of its properties and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by it of the transactions contemplated in this Agreement; (d) this Agreement has been duly authorized issuedauthorized, executed and delivered by it and (assuming the Company due authorization, execution and is delivery hereof, by the other party) constitutes its valid and binding obligation of the Companyobligation, enforceable in accordance with its terms, subject as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought at a proceeding at law or equity); and (e) it is not subject to or obligated under any contract, license, franchise or permit, or, subject to any order or decree, which would be breached, violated, or exceeded by the execution and performance of this Agreement by it. 9.2. Holding represents and warrants to PRLC on the date hereof and as of the Effective Time, that: (a) except as enforceability may be limited contemplated by bankruptcy or similar laws relating this Agreement, (i) it has not, prior to the enforcement Transfer Closing Date, engaged in any business other than (A) holding partnership interests in GS Capital Partners PRL Holding I, L.P., a Delaware limited partnership ("Holding I LP") which partnership has been liquidated, (B) from and after the liquidation of creditors’ rights generallyHolding I LP, holding partnership interests in Enterprises, Polo and Womenswear and (C) holding indebtedness of Enterprises and (ii) it has no assets other than such partnership interests. (b) The shares it has no liabilities or obligations of Preferred Stock issuable upon any kind (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due), except for (i) indebtedness held by GSCP which will either be contributed to the exercise capital of Holding or repaid prior to the Effective Time and (ii) liabilities for current taxes not yet due. 9.3. In furtherance of the representations and warranties made by the parties in the Subscription Agreement, GSCP represents and warrants to PRLC on the date hereof and as of the Effective Time, that: (a) it or its representatives has had an opportunity to ask questions of and receive answers from officers of PRLC, or a person or persons acting on its behalf, concerning the terms and conditions of this Warrant have been duly authorized investment; (b) it is an "accredited investor" as such term is defined in Regulation 501 promulgated under the Securities Exchange Act of 1934, as amended, and reserved for issuance by has such knowledge and experience in financial and business matters to evaluate the Company and, when issued risks of investment in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.PRLC; (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon common stock of PRLC issuable to it in the exercise Merger are being purchased by it for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof other than in the Offering; and (d) it has no present plan or intention to sell, exchange or otherwise dispose of this Warrant any shares of common stock of PRLC received in accordance the Merger except as contemplated by the registration statement of PRLC on file with the terms hereof Securities and Exchange Commission on the date hereof. 9.4. GSCP will not, (iwithin two years of the Effective Time, sell, exchange or otherwise dispose of a number of shares of common stock of PRLC received in the Merger that would reduce its ownership of common stock of PRLC that it received in the Merger to a number of shares having a value, as of the date of the Merger, of less than 50 percent of the value of all of the formerly outstanding capital stock of Holding as of the date of the Merger. The parties acknowledge that this restriction may be satisfied by GSCP concurrently with the restriction on GSCP and certain other parties contained in Section 4.1(b) violate of the Stockholders Agreement dated the date hereof among GSCP and certain other parties. Notwithstanding the foregoing, in no event shall the provisions of this Section 9.4 prohibit the sale, exchange or contravene the Company’s Articles other disposition in connection with any business combination transaction or by-laws, or any law, statute, regulation, rule, judgment or order applicable other acquisition of PRLC as a result of which no party to the Company, (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company Subscription Agreement or any of its assets are bound or (iii) require the consent or approval of or the filing of affiliates holds any notice or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws). (d) As long as this Warrant is, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockof PRLC.

Representations, Warranties and Covenants. This Warrant is issued Each of the Guarantors represents and delivered warrants to each Lender and the Administrative Agent as of the date of this Guaranty, giving effect to the consummation of the transactions contemplated by the Company and accepted by each Holder Loan Documents on the basis Effective Date, and thereafter on each date as required by Section 4.2 of the following representations, warranties and covenants made by the CompanyCredit Agreement that: (a) The Company It (i) is a corporation, partnership or limited liability company duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (ii) is duly qualified to do business as a foreign entity and is in good standing (to the extent such concept is applicable) under the laws of each jurisdiction where the business conducted by it makes such qualification necessary, and (iii) has all necessary corporate requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its property and to conduct its business in each jurisdiction in which its business is conducted or proposed to be conducted. (b) It has the requisite corporate, limited liability company or partnership, as applicable, power and authority and legal right to issue, execute and deliver this Warrant Guaranty and to perform its obligations hereunder. This Warrant has The execution and delivery by it of this Guaranty and the performance of its obligations hereunder have been duly authorized issuedby proper corporate, executed limited liability company or partnership proceedings, including any required shareholder, member or partner approval, and delivered by the Company and is the this Guaranty constitutes a legal, valid and binding obligation of the Companysuch Guarantor, enforceable against such Guarantor, in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, or similar laws relating to affecting the enforcement of creditors’ rights generally. (bc) The shares of Preferred Stock issuable upon Neither the exercise execution and delivery by it of this Warrant have been duly authorized and reserved for issuance Guaranty, nor the consummation by it of the Company andtransactions herein contemplated, when issued in accordance nor compliance by it with the terms and provisions hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate conflict with the charter or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Companyother organizational documents of such Guarantor, (ii) violateconflict with, contravene or result in a breach of or constitute (with or without notice or lapse of time or both) a default under any contractlaw, rule, regulation, order, writ, judgment, injunction, decree or award (including, without limitation, any environmental property transfer laws or regulations) applicable to such Guarantor or any provisions of any indenture, instrument or agreement or instrument to which the Company Borrower or any of the Borrower’s Subsidiaries is party or is subject or by which it or its property is bound or affected, or require termination of any such indenture, instrument or agreement, (iii) result in the creation or imposition of any Lien whatsoever upon any of the property or assets of such Guarantor, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of such Guarantor’s board of directors, shareholders, members, partners or unitholders except such as have been obtained. The execution, delivery and performance by such Guarantor of each of the Loan Documents to which such Guarantor is a party or by which the Company or do not and will not require any of its assets are bound or (iii) require the registration with, consent or approval of of, or the filing of notice to, or other action to, with or by any notice Governmental Authority, except filings, consents or registration with any person or entity (other than such notices or filings as may be required under applicable securities laws)which have been made. (d) As It has no Indebtedness other than Indebtedness permitted under Section 6.10 of the Credit Agreement. In addition to the foregoing, each of the Guarantors covenants that, so long as this Warrant is, any Lender has any Commitment or Facility LC outstanding under the Credit Agreement or any shares of Preferred Stock issued upon exercise of this Warrant amount payable under the Credit Agreement or any shares of Common Stock issued upon conversion of such shares of Preferred Stock areother Obligations shall remain unpaid, issued it will, and, if necessary, will cause the Borrower to, fully comply with those covenants and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As agreements of the date hereof, Borrower applicable to such Guarantor set forth in the authorized capital stock of the Company consists of (i) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stockCredit Agreement.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each Holder on the basis of the following representations, warranties and covenants made by the Company: (a) A. The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or similar laws relating to the enforcement of creditors’ rights generally. (b) B. The shares of Series B Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) C. The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s 's Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, (ii) violate, contravene or result in a breach or default under any material contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices or filings as may be required under applicable except for the filing of notice pursuant to federal and state securities laws)laws which, if required, the Company covenants and agrees to file within the prescribed period. (d) As D. So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in as the Holder would be entitled to receive under the Series A and Series B Preferred Stock Purchase Agreement if Holder were a holder of that certain Loan and Security Agreement No. 4561 between the Company and Lighthouse Capital Partners V, L.P. dated as number of March 29, 2005shares issuable upon full exercise of this Warrant. (e) E. As of the date hereof, the authorized capital stock of the Company consists of (i) 65,500,000 15,971,421 shares of Common Stock, of which 8,909,357 3,200,000 shares are issued and outstanding and 185,714 2,800,000 shares of which are reserved for future issuance to key employees pursuant to the Company's equity incentive plan and as founder's stock to key employees and 14,141 shares are reserved for issuance upon the exercise of this Warrant with respect to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stockissued upon such exercise, (ii) 2,727,273 948,276 shares of Series A Preferred Stock, all of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (viii) 13,887,716 3,080,303 shares of Series D B Preferred Stock, none of which 7,292,127 are issued and outstanding sharesshares and 3,050,303 shares of which are reserved for future issuance pursuant to the Series A and Series B Stock Purchase Agreement and 14,141 shares are reserved for issuance upon the exercise of this Warrant. Company has delivered Attached hereto as Exhibit B is a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarterincluding, without limitation, the Company will provide Holder with a current capitalization table indicating changes, if any, to Conversion Price of the number of outstanding shares of common stock Series A Preferred Stock and preferred stockSeries B Preferred Stock.

Representations, Warranties and Covenants. This Warrant is issued and delivered by the Company and accepted by each the Holder on the basis of the following representations, warranties and covenants made by the Company: (a) The Company has all necessary corporate power and authority to issue, execute and deliver this Warrant and to perform its obligations hereunder. This Warrant has been duly authorized authorized, issued, executed and delivered by the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights generallyand (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) The shares of Preferred Stock issuable upon the exercise of this Warrant have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. (c) The issuance, execution and delivery of this Warrant do not, and the issuance of the shares of Preferred Stock upon the exercise of this Warrant in accordance with the terms hereof will not, (i) violate or contravene the Company’s Articles or by-laws, or any law, statute, regulation, rule, judgment or order applicable to the Company, Company or (ii) violate, contravene or result in a breach or default under any contract, agreement or instrument to which the Company is a party or by which the Company or any of its assets are bound or (iii) require the consent or approval of or the filing of any notice or registration with any person or entity (other than such notices any applicable consents, approvals or filings as may securities laws filings, which will be required under applicable securities lawsobtained or filed in a timely manner). (d) As So long as this Warrant ishas not terminated, or any shares of Preferred Stock issued upon exercise of this Warrant or any shares of Common Stock issued upon conversion of Holder shall be entitled to receive such shares of Preferred Stock are, issued and outstanding, the Company will provide to the Holder the financial and other information described in that certain Loan and Security Agreement No. 4561 between as the Company and Lighthouse Capital Partners V, L.P. dated as of March 29, 2005. (e) As Holder would be entitled to receive under Section 2.1 of the date hereof, Amended and Restated Investor Rights Agreement (the authorized capital stock of the Company consists of (i“Amended Rights Agreement”) 65,500,000 shares of Common Stock, of which 8,909,357 shares are issued and outstanding and 185,714 shares are reserved for issuance upon the exercise of this Warrant with respect applicable to Common Stock and the conversion of the Preferred Stock into Common Stock if this Warrant is exercised with respect to Preferred Stock, (ii) 2,727,273 shares of Series A Preferred Stock, of which 2,727,273 are issued and outstanding shares, (iii) 6,460,675 shares of Series B Preferred Stock, of which 6,460,675 are issued and outstanding shares, (iv) 20,551,163 shares of Series C Preferred Stock, of which 16,364,832 are issued and outstanding shares, and (v) 13,887,716 shares of Series D Preferred Stock, of which 7,292,127 are issued and outstanding shares. Company has delivered a capitalization table to Holder summarizing the capitalization of the Company. At the request of Holder, not more than once per calendar quarter, the Company will provide Holder with a current capitalization table indicating changes, if any, to the number of outstanding shares of common stock and preferred stock.