Common use of Restrictions on Shares Clause in Contracts

Restrictions on Shares. The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from the Holder that the Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Note shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. This Note has been issued by the Company pursuant to the exemption from registration under the Securities Act of 1933 (the "ACT"). The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, laws or (ii) the Corporation Company shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 (THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES"ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN UNLESS THEY ARE REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE ACT AND APPLICABLE STATE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDLAWS, SOLD OR TRANSFERRED UNDER SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation Company shall remove the foregoing legend from the certificate and or issue to such holder Holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Company shall have received either (A) an opinion of counsel, reasonably satisfactory to it in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 certificate or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable upon exercise conversion of this Warrant Debenture may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably satisfactory to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under pursuant to Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Debenture that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantDebenture, the Corporation shall remove the foregoing legend from the certificate and or issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, reasonably satisfactory to the Company to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from the Holder that Holder is eligible to sell such security under pursuant to Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Debenture shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESSTATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from the Holder and from brokers that the Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Note shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable upon exercise ---------------------- conversion of this Warrant Debenture may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Debenture that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantDebenture, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Debenture shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Name: Title: OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2006 STOCK OPTION PLAN, AS AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementDated: OPTIONEE Residence Address: Coskata, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Inc. Attention: Stock Administration

Restrictions on Shares. The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first No Shareholder shall have been registered under transfer any Shares held by it in the Securities Act capital of PPSB unless: (a) it is selling all the Shares held by it in PPSB; (b) it is selling all the RPS or Special RPS or any other securities in PPSB and applicable state securities laws, any Shareholder’s Advances together with the sale of the Shares; and (c) the sale is made in accordance with the provisions of the Constitution and the JVSA. (ii) No Shareholder shall transfer any RPS or Special RPS or any securities held by it in PPSB save where it is selling the Corporation RPS or Special RPS or any other securities together with its sale of the Shares in PPSB. (iii) Subject to Section 2.1.6.10 (i), any share proposed to be sold by any Shareholder (“Transferor”) shall have been furnished with an opinion first be offered to the other Shareholder(s) by giving a notice in writing to PPSB that it desired to transfer the same (“Transfer Notice”) at a price offered by the Transferor (“Transfer Price”). The Transfer Notice shall indicate the number of legal counsel shares, RPS, Special RPS, other securities and the Shareholders Advances to be sold by the Transferor (“Transfer Shares”) and Transfer Price and the Transfer Notice shall be irrevocable unless prior written approval by the majority of the Directors is obtained. (iv) upon receipt of the Transfer Notice, the Directors shall forthwith by notice in formwriting inform each Shareholder other than the Transferor, substance of the number of the Transfer Shares to which the Shareholders is entitled to purchase based on the Shareholding Proportions, and scope customary for opinions the Transfer Price and invite such Shareholders to apply in writing to PPSB to indicate their intention to purchase the said Transfer Shares or any portion thereof within fourteen (14) days of the date the said Transfer Notice (which date shall be specified therein). (v) If Shareholders shall within the period of fourteen (14) days set out in Section 2.1.6.10 (iv), indicate their interest to purchase all or any of the Transfer Shares offered to them, the Directors shall allocate the relevant Transfer Shares to them and forthwith give written notice of such circumstancesallocations (“Allocation Notice”) to the effect Transferor and to the Shareholders to whom the Transfer Shares have been allocated and shall specify in such Allocation Notice the place and date (being a date that such sale or transfer is exempt from not later than thirty (30) days after the registration requirements date of the Securities Act Allocation Notice) at/on which the sale of the Transfer Shares so allocated shall be completed. (vi) the Transferor shall be bound to transfer the Transfer Shares indicated in an Allocation Notice to the Shareholders named therein at the place and date so specified and, if he fails to do so, the chairman of PPSB’s Board or (iii) they are sold under Rule 144 under some other person appointed by PPSB’s Board shall be deemed to have been appointed attorney of the Act. Except as otherwise provided Transferor with full powers to execute, complete and deliver, in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered name and that have not been sold under an exemption that permits removal on behalf of the legendTransferor, instruments of transfer of the Transfer Shares to the relevant Shareholders against payment of the Transfer Price to PPSB. On payment of the Transfer Price to PPSB, PPSB shall bear forthwith place the Transfer Price into a legend substantially separate bank account in PPSB’s name and shall hold such Transfer Price on trust for the Transferor. (vii) If none of the other Shareholders accept the offer referred to in the following formTransfer Notice in respect of all the Transfer Shares or if not all of the Transfer Shares are agreed to be taken up by the Shareholders within fourteen (14) days after the date of the Transfer Notice, the Transferor may, at the expiry of the said fourteen (14) days, be at liberty to sell all or the remaining Transfer Shares, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933the case may be, AS AMENDEDto any third party on terms no more favourable than those specified in the Transfer Notice. Provided always that: (a) the price at which such third party buys the Transfer Shares shall not be below the Transfer Price; (b) the Transferor shall remain and continue to be liable and be responsible for the discharge, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESobservance and performance of all his liabilities and obligations, whether actual or contingent, arising out of or in connection with the JVSA at any time up to and including the date of the transfer of the Transfer Shares and shall remain entitled to all accrued rights and benefits in connection with the Transfer Shares; and (c) the third party shall be approved by Shareholders holding more than half of the Shares in aggregate (not including the Shares held by the Transferor), before the said third party can acquire the Transfer Shares. (viii) Unless otherwise agreed by the Shareholders, it shall be a condition precedent to the right of any Transferor to transfer Shares that a transferee of such Shares (if not already bound by the provisions of the JVSA) executes in such form as may be reasonably required by and agreed between the other Shareholders a deed of ratification and accession under which the transferee shall agree to be bound by the obligations and shall be entitled to the benefit of the JVSA as if an original party hereto in place of the Transferor. (ix) notwithstanding any provisions hereof, a Shareholder may at any time and from time to time transfer all or part of its Shares to an affiliate of the transferring Shareholder. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon In the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free case of any transfer legend, if (i) with such requestmade in reliance on the provisions of the section 2.1.6.10, the Corporation transferee (a "Permitted Transferee") shall execute a deed of ratification and accession under which the transferee shall agree to be bound by the obligations and shall be entitled to the benefit of the JVSA as if an original party hereto. Thereupon, the Permitted Transferee shall have received either (A) an opinion of counselthe same rights, in form, substance and scope customary for opinions in such circumstances, shall be subject to the effect that any such legend same obligations and restrictions, as the transferring Shareholder under the JVSA. (x) The sale and transfer of the Shareholders Advances may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any made by way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred purchasing Shareholder making corresponding Shareholders Advances to hereinPPSB for the repayment by PPSB of the Shareholders Advances to the Transferor.

Restrictions on Shares. The shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Xxxxx X. Xxxxxxxx OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2004 EQUITY INCENTIVE PLAN, AS MAY BE AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementOPTIONEE Residence Address: Intermolecular, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Inc. Attention: Stock Administration

Restrictions on Shares. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933 (the "Act"). The shares of Common Preferred Stock issuable upon exercise conversion of this Warrant Note may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, laws or (ii) the Corporation Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Preferred Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 (THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES"ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN UNLESS THEY ARE REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE ACT AND APPLICABLE STATE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDLAWS, SOLD OR TRANSFERRED UNDER SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Preferred Stock issuable upon exercise conversion of this WarrantNote, the Corporation Maker shall remove the foregoing legend from the certificate and or issue to such holder Holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Maker shall have received either (A) an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 certificate or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable Holder hereby agrees that Xxxxxx purchased upon the exercise of this Warrant the Options will be subject to such terms and conditions as the Administrator will determine in its sole discretion or as may be required to comply with Applicable Laws. Holder is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions. Xxxxxx understands and agrees that the Company may cause the legend set forth below or legends substantially equivalent thereto, to be sold placed upon any document evidencing ownership of the Shares together with any other legends that may be required by U.S. state or transferred unless (i) they first shall have been registered under the Securities Act and applicable state federal securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to hereinTHESE SHARES.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator's sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. Option Grant 2000 Plan This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. INTERCHANGE CORPORATION By:________________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 2000 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: __________________ ___________________________________________ [Name] Residence Address: Option Grant 2000 Plan EXHIBIT A INTERCHANGE CORPORATION 2000 EQUITY INCENTIVE PLAN EXERCISE NOTICE INTERCHANGE Corporation Attention: Chief Executive Officer 1. Exercise of Option. Effective as of today, ___________, _____, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock issuable upon exercise (the "Shares") of this Warrant, INTERCHANGE Corporation (the Corporation shall remove the foregoing legend from the certificate "Company") under and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, pursuant to the effect that any such legend may be removed from such certificateINTERCHANGE Corporation 2000 Equity Incentive Plan (the "Plan") and the [ ] Incentive [ ] Non-Qualified Stock Option Agreement dated _____________, or _____, (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights "Option Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein").

Restrictions on Shares. 8.1 Subject to a Special Resolution being passed or otherwise executed: (a) No additional Common Shares of the Authorized Capital may be issued; (b) No Common Shareholder shall mortgage, pledge or otherwise encumber its Common Shares; (c) No Shareholder shall sell, transfer, convey or assign its Shares except in accordance with this Agreement; and (d) No shares of the issued and outstanding capital stock of any Corporate Shareholder shall be sold, transferred, conveyed, or assigned except in accordance with this Agreement. 8.2 In the event a Special Resolution is passed authorizing the issuance of additional Common Shares of the Authorized Capital, any such authorization shall require that Xxxxxxx Family Trust be issued that number of additional shares of Class A Common stock sufficient to maintain its percentage ownership of the Common Shares held by it in excess of 50% of all Common Shares held by all Common Shareholders, unless otherwise agreed to by all parties. 8.3 The certificates representing the Shares shall be endorsed with the following reference as to the restrictions imposed by this Agreement: “The shares represented by this certificate are subject to the provisions of Common Stock issuable upon exercise a Unanimous Shareholder Agreement made on August 17, 2021 among the Corporation and all the Shareholders, which Agreement imposes restrictions on the right of the holder and successors of the holder to sell, encumber or realize the shares represented hereby, and notice of the terms and conditions of the Unanimous Shareholder Agreement is hereby given.” 8.4 For the purposes of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities lawsAgreement, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except except as otherwise provided herein, any transfer, sale, assignment, transmission, bequest, inheritance, mortgage, encumbrance, or other disposition of shares in the Securities Purchase capital stock of any Corporate Shareholder having the result (directly or indirectly and either immediately or subject to the happening of any contingency) of changing the identity of the individuals exercising or who might exercise control of any such Corporate Shareholder (from the applicable party exercising control of any such Corporate Shareholder as of the date of execution of this Agreement) will be deemed to be a transfer by such Corporate Shareholder of its Shares hereunder, each certificate for notwithstanding whether such change will be voluntary or involuntary on the part of such Corporate Shareholder. 8.5 Each Corporate Shareholder agrees that: (a) so long as it shall remain a Common Shareholder, no further shares of Common Stock issuable upon exercise of this Warrant that have its capital stock will be issued and no shares currently issued and outstanding will be transferred other than a transfer permitted by section 8.4 hereof which does not been so registered and that have not been sold under an exemption that permits removal change the identity of the legend, shall bear a legend substantially in individuals exercising or whom might exercise control of it (from the following formapplicable party exercising control of it as of the Effective Date); and (b) the terms and conditions contained herein do not conflict and are not inconsistent with its constating documents. 8.6 Each Corporate Shareholder hereby represents to the other Common Shareholders that, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933of the Effective Date: (a) no person, AS AMENDEDfirm or corporation has a right or option to acquire any interest in any of its Common Shares; and (b) no Common Shares owned by it have been mortgaged, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon pledged or otherwise encumbered to any third party. 8.7 No Common Shareholder will be entitled to utilize or institute the request provisions of Articles 11 or 16 until a holder period of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend one year has passed from the certificate and issue to such holder a new certificate therefor free Effective Date. 8.8 No transfer or issuance of any transfer legend, if (i) with such request, Class “A” Common Shares or Class “B” Common Shares will be permitted unless the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, recipient or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale transferee of such securities is in effect. Nothing in shares agrees to become a party to this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. This Note has been issued by the Company pursuant to the exemption from registration under the Securities Act of 1933 (the “Act”). The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, laws or (ii) the Corporation Company shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have has not been sold under pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 (THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES“ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN UNLESS THEY ARE REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE ACT AND APPLICABLE STATE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDLAWS, SOLD OR TRANSFERRED UNDER SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation Company shall remove the foregoing legend from the certificate and or issue to such holder Holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Company shall have received either (A) an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 certificate or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Class A Common Stock issuable upon exercise conversion of this Warrant Debenture may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably satisfactory to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under pursuant to Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Class A Common Stock issuable upon exercise conversion of this Warrant Debenture that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Class A Common Stock issuable upon exercise conversion of this WarrantDebenture, the Corporation shall remove the foregoing legend from the certificate and or issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, reasonably satisfactory to the Company to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from the Holder that Holder is eligible to sell such security under pursuant to Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Debenture shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Name: Title: OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2003 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementDated: [OPTIONEE] Residence Address: Tessera Technologies, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Inc. Attention: Stock Administration

Restrictions on Shares. The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (i) they first shall have been registered under the Securities Act (the "Act") and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Note shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way any Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The This Note has been issued by the Maker pursuant to an exemption from registration under the Securities Act of 1933 (the “Act”). Neither this Note nor the shares of Common Stock Stock, as the case may be, issuable upon exercise conversion of this Warrant Note may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, laws or (ii) the Corporation Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have has not been so registered and that have not been sold under pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 (THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES“ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN UNLESS THEY ARE REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE ACT AND APPLICABLE STATE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDLAWS, SOLD OR TRANSFERRED UNDER SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation Maker shall remove the foregoing legend from the certificate and or issue to such holder Holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Maker shall have received either (A) an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 certificate or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares Until the Expiration Date (as defined below), subject to the terms and conditions herein and in the Merger Agreement, (a) Stockholder shall not, directly or indirectly, transfer (except as may be specifically required by court order or by operation of Common law), grant an option with respect to, sell, exchange, pledge or otherwise dispose of or encumber the Shares (as such term is defined in Section 4 below) or any New Shares (as such term is defined in Section 1(d) below), or make any offer or enter into any agreement providing for any of the foregoing, at any time prior to the Expiration Date (as defined below); provided, however, that nothing contained herein will be deemed to restrict the ability of Stockholder to exercise, prior to the Expiration Date, any Company Stock issuable Options (as such term is defined in Section 2.07 of the Merger Agreement) held by Stockholder. Notwithstanding the foregoing or anything else contrary herein, (a) Stockholder may sell New Shares (as defined below) acquired upon exercise of Company Stock Options, provided that the number of New Shares sold does not exceed , and (b) Stockholder may transfer any or all of the Shares or New Shares during Stockholder’s lifetime by gift to, or on Stockholder’s death by will or intestacy to, Stockholder’s Immediate Family (as defined below) or to a trust for the benefit of Stockholder or Stockholder’s Immediate Family or to a charitable organization (the “Permitted Transfer Shares”), provided that each transferee or other recipient of Permitted Transfer Shares expressly agrees in a writing satisfactory to Parent that the provisions of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) Agreement will continue to apply to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided Permitted Transfer Shares in the Securities Purchase Agreement, each certificate for shares hands of Common Stock issuable upon exercise of this Warrant that have not been so registered such transferee or other recipient and that have not been sold under such transferee or other recipient executes and delivers to Parent an exemption that permits removal of irrevocable proxy in a form substantially identical to the legend, shall bear a legend substantially Proxy (as such term is defined in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESSection 3 below). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this WarrantAs used herein, the Corporation term “Immediate Family” shall remove mean Stockholder’s spouse, lineal descendant or antecedent, brother or sister, adopted child or grandchild or the foregoing legend from the certificate and issue to such holder a new certificate therefor free spouse of any transfer legendchild, if (i) with such requestadopted child, grandchild or adopted grandchild of Stockholder. As used herein, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.term “Expiration

Restrictions on Shares. The shares of Common Stock and Warrants issuable upon exercise conversion of this Warrant Debenture may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under pursuant to Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock and Warrants issuable upon exercise conversion of this Warrant Debenture that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS IN SUCH CIRCUMSTANCES THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock or Warrants issuable upon exercise conversion of this WarrantDebenture, the Corporation shall remove the foregoing legend from the certificate and or issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from the Holder that Holder is eligible to sell such security under pursuant to Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Debenture shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock common stock issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation Borrower shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to Borrower) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under pursuant to Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock common stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock common stock issuable upon exercise conversion of this WarrantNote, the Corporation Borrower shall remove the foregoing legend from the certificate and or issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Borrower shall have received either (A) an opinion of counsel, reasonably satisfactory to the Borrower in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Note shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein. Borrower agrees to use its best efforts to register with the Securities and Exchange Commission, no later than six months from the date of this Note (unless legally prohibited from doing so), a number of shares of Common Stock equal to the principal amount of this Note outstanding at the time of registration divided by the Conversion Price with respect to Borrower. Such Common Stock shall not be used, without permission from the Holder, for any other purposes.

Restrictions on Shares. This Note has been issued by the Company ---------------------- pursuant to the exemption from registration under the Securities Act of 1933 (the "Act"). The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, laws or (ii) the Corporation Cashtech shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to Cashtech) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 (THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES"ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN UNLESS THEY ARE REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE ACT AND APPLICABLE STATE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDLAWS, SOLD OR TRANSFERRED UNDER SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation Cashtech shall remove the foregoing legend from the certificate and or issue to such holder Holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Cashtech shall have received either (A) an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 certificate or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in The Holder of this Warrant Note shall (i) limit be entitled to the Corporation's obligation under rights granted by the Cashtech pursuant to the terms of the Registration Rights Agreement, or (ii) affect Agreement entered into by Cashtech in any way Holder's obligations to comply connection with applicable securities laws upon the resale of the securities referred to hereinOffering.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Xxxxxx purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator's sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. [Signature page follows] Option Grant 1999 Plan This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. INTERCHANGE CORPORATION By:________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 1999 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: __________________ ________________________________ [Name] Residence Address: Option Grant 1999 Plan EXHIBIT A INTERCHANGE CORPORATION 1999 INCENTIVE EQUITY PLAN EXERCISE NOTICE INTERCHANGE Corporation Attention: Chief Executive Officer 1. Exercise of Option. Effective as of today, ___________, _____, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock issuable upon exercise (the "Shares") of this Warrant, INTERCHANGE Corporation (the Corporation shall remove the foregoing legend from the certificate "Company") under and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, pursuant to the effect that any such legend may be removed from such certificateINTERCHANGE Corporation 1999 Incentive Equity Plan (the "Plan") and the [ ] Incentive [ ] Non-Qualified Stock Option Agreement dated _____________, or _____, (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights "Option Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein").

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Name: Bxxxx X. Xxxxxx Title: President and CEO OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2000 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementDated: ; [OPTIONEE] Residence Address: Attention: Director, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Human Resources

Restrictions on Shares. The shares LSTI acknowledges and agrees that the Shares ---------------------- shall be issued without registration under the Securities Act of Common Stock issuable upon exercise 1933, as amended (the "Securities Act") and shall be "restricted securities" as defined in Rule 144 promulgated under the Securities Act. LSTI will only offer or resell the Shares in compliance with the provisions of this Warrant may not be sold all applicable securities laws and regulations. LSTI will offer or transferred unless resell the Shares only if the Shares are registered under the Securities Act or an exemption from such registration is available (i) they first in which latter case BioLase shall have received an opinion of counsel, in form and substance reasonably satisfactory to BioLase and its counsel, to such effect). Unless such registration has been effected or such an exemption is available, BioLase shall not permit the transfer of the Shares. LSTI understands and agrees that BioLase may take such reasonable steps as it deems appropriate to ensure compliance with the offer, resale and other restrictions on transfer contained in this Agreement or arising under applicable securities laws, including instituting "stop transfer" instructions with respect to the Shares and endorsing restrictive legends, such as the following, on certificates representing the Shares: "The securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (are "restricted securities" as that term is defined in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Securities Act. Except as The securities may not be offered for sale, sold or otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under transferred except pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a effective registration statement under the Securities Act covering or pursuant to an exemption from registration under the resale Securities Act, the availability of which is to be established to the satisfaction of the Issuer." LSTI further agrees that LSTI will not transfer the Shares to any Person under circumstances in which such Shares remain restricted securities, as defined in Rule 144 issued under the Securities Act, in the hands of such securities is transferee without first obtaining for the benefit of BioLase and transmitting to BioLase the written representation and undertaking (in effect. Nothing in this Warrant shall form reasonably satisfactory to BioLase) of such transferee (i) limit representing that the Corporation's obligation under matters set forth in Section 3.18 are, with such exceptions as may be reasonably acceptable to BioLase, are true and correct with respect to the Registration Rights Agreement, or transferee and (ii) affect undertaking to observe the obligations of LSTI pursuant to this Section 4.4. BioLase and LSTI understand that LSTI intends to liquidate prior to December 31, 1998, and that LSTI currently intends to distribute to the Shareholders any Shares that it has received on or prior to such date. At the time of such distribution, LSTI will obtain from each Shareholder, as a condition to such distribution, a written certification that such Shareholder is an "accredited investor" as defined in any way Holder's obligations to comply with applicable securities laws upon Rule 501 of Regulation D, as well as the resale written representations and undertakings described in the previous paragraphs of the securities referred to hereinthis Section 4.4.

Restrictions on Shares. The shares of Common Stock Conversion Shares issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (ia) they the Conversion Shares first shall have been registered under the Securities Act and applicable state securities laws, or (iib) the Corporation Company shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act Act, or (iiic) they the Conversion Shares are sold under Rule 144 under the Securities Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock the Conversion Shares issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT BEEN REGISTERED A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR AMENDED (THE “SECURITIES LAWS ACT”). NONE OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFEREDOFFERED OR SOLD, SOLD DIRECTLY OR TRANSFERRED INDIRECTLY, IN THE ABSENCE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR UNDER THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDACT, SOLD OR TRANSFERRED UNDER PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THOSE THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.” Upon the request of a holder the Holder of a certificate representing any shares of Common Stock Conversion Shares issuable upon exercise conversion of this WarrantNote, the Corporation Company shall remove the foregoing legend from the certificate and issue to such holder the Purchaser a new certificate therefor free of any transfer legend, (a) if (i) without an effective registration statement with such request, the Corporation Company shall have received either (Ai) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (Bii) satisfactory representations from Holder the Purchaser that Holder the Purchaser is eligible to sell such security under Rule 144 or (iib) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock common stock issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation Borrower shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to Borrower) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under pursuant to Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock common stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE BORROWER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock common stock issuable upon exercise conversion of this WarrantNote, the Corporation Borrower shall remove the foregoing legend from the certificate and or issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Borrower shall have received either (A) an opinion of counsel, reasonably satisfactory to the Borrower in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Note shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein. Borrower agrees to use its best efforts to register with the Securities and Exchange Commission, no later than the end of the term of this Note (unless legally prohibited from doing so), a number of shares of Common Stock equal to the principal amount of this Note outstanding at the time of registration divided by the Conversion Price with respect to Borrower. Such Common Stock shall not be used, without permission from the Holder, for any other purposes.

Restrictions on Shares. (i) The Seller (A) shall not sell or otherwise transfer (except for transfers for no consideration to Permitted Transferees) the Shares for a period of eighteen (18) months from the Closing Date (the “Black-out Period”), and (B) from and after the expiration of the Black-out Period, shall not sell more than two hundred and fifty thousand (250,000) shares of the Buyer’s Common Stock through the public markets in any calendar quarter (provided, however, that, if any of the Buyer’s directors (including their affiliates) sells more than 250,000 shares of the Buyer’s Common Stock in any calendar quarter, the Seller, for the remainder of such calendar quarter and in the calendar quarter immediately subsequent to end of the Black-Out Period, shall have the right to sell such greater number of shares of Common Stock issuable upon exercise of this Warrant may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, Stock). (ii) Each Permitted Transferee to whom the Corporation shall have been furnished with an opinion of legal counsel (Shares are transferred as provided in formthis Agreement, substance and scope customary for opinions in such circumstances) as a condition precedent to the effect validity of such transfer, must agree in writing to the Buyer to be bound by the terms and provisions of this Agreement and acknowledge that such sale or transfer is exempt from any Shares which are transferred pursuant to this Agreement shall be subject to the registration requirements of the Securities Act or restrictions set forth herein. (iii) they are sold under Rule 144 under All certificates representing the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, Shares shall bear a legend substantially in be endorsed with the following form, as appropriatelegend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE OTHERWISE ASSIGNED EXCEPT PURSUANT TO A REGISTRATION STATEMENT FOR WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD ACT OR TRANSFERRED UNDER PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE REGISTRATION REQUIREMENTS ACT RELATING TO THE DISPOSITION OF THOSE SECURITIES AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this WarrantTHE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legendASSIGNED, if (i) with such requestTRANSFERRED, the Corporation shall have received either (A) an opinion of counselENCUMBERED OR IN ANY MANNER DISPOSED OF, in formEXCEPT IN COMPLIANCE WITH THE TERMS OF AN ASSET PURCHASE AGREEMENT AMONG THE CORPORATION, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effectXX. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to hereinXXXXXXXXX AND XXXXXX PLASTICS CORPORATION. SUCH AGREEMENT SETS FORTH CERTAIN TRANSFER AND OTHER RESTRICTIONS ON THE HOLDER OF THE SHARES. THE SECRETARY OF THE CORPORATION WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

Restrictions on Shares. (a) During the period and under the conditions set forth in Section 3 below, the Shares are subject to forfeiture. If an Event of Forfeiture (as defined below) occurs, then the certificate representing the Shares subject to such forfeiture shall be delivered to the Company, it shall be canceled, and the Shares represented thereby shall no longer be recorded as outstanding shares in the Company’s stock records, but rather shall become authorized but unissued shares of the Company. Grantee shall receive no consideration or compensation in connection with forfeiture of any Shares. If any certificate representing Shares canceled by the Company represents as well Shares not subject to forfeiture hereunder, then the Company shall issue a replacement certificate to the record holder of such Shares representing that number of shares not forfeited and canceled. (b) Each certificate representing Shares which are subject to restriction under this Agreement shall carry the following legend: “The shares of Colony Bankcorp, Inc. Common Stock issuable evidenced by this certificate are subject to the terms and restrictions of the Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan; such shares are subject to forfeiture or cancellation under the terms of said Plan; and such shares shall not be sold, transferred, assigned, pledged, encumbered or otherwise alienated or hypothecated except pursuant to the provisions of said Plan, a copy of which is available from Colony Bankcorp, Inc. upon exercise request.” At any time and from time to time when the restrictions hereunder lapse with respect to a number of Shares, Grantee may submit the certificate representing such Shares to the Company requesting the reissuance of one or more certificates representing restricted Shares and Shares no longer subject to such restrictions. Such replacement certificate for Shares no longer subject to restrictions under this Warrant Agreement shall contain no legend regarding such restrictions may contain such other legends required under federal or state securities laws or otherwise deemed prudent by the Company. (c) For so long as Shares are subject to restriction under this Agreement, such Shares are not transferable by Grantee, and accordingly they may not be sold sold, transferred by gift or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities lawsotherwise, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificatepledged, or (B) satisfactory representations from Holder that Holder is eligible to sell hypothecated, nor shall Grantee permit any lien or encumbrance be placed on such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to hereinShares.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Xxxxxx purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator's sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. Option Grant 2000 Plan [Signature page follows] This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. INTERCHANGE CORPORATION By:_____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S 2000 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: __________________ ___________________________________________ [Name] Residence Address: Option Grant 2000 Plan EXHIBIT A INTERCHANGE CORPORATION 2000 EQUITY INCENTIVE PLAN EXERCISE NOTICE INTERCHANGE Corporation Attention: Chief Executive Officer 1. Exercise of Option. Effective as of today, ___________, _____, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock issuable upon exercise (the "Shares") of this Warrant, INTERCHANGE Corporation (the Corporation shall remove the foregoing legend from the certificate "Company") under and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, pursuant to the effect that any such legend may be removed from such certificateINTERCHANGE Corporation 2000 Equity Incentive Plan (the "Plan") and the [ ] Incentive [ ] Non-Qualified Stock Option Agreement dated _____________, or _____, (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights "Option Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein").

Restrictions on Shares. The shares of Common Stock issuable upon exercise conversion of this Warrant Debenture may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Debenture that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantDebenture, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Debenture shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATESSTATES OR IN ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from the Holder that the Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Note shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way the Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Xxxxxx purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, [the right of the Company to repurchase Shares,] and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Name: Title: OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2006 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementDated: OPTIONEE Residence Address: «Address» Complete Genomics, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Inc. Attention: Stock Administration

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. AEROVIRONMENT, INC. By: Name: Title: OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2002 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementDated: [OPTIONEE] Residence Address: AeroVironment, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Inc. Attention: Chief Financial Officer

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Board shall determine in its sole discretion. Such terms and conditions may, in the Board's sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Board shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend Company. This Agreement may be removed from such certificateexecuted in two or more counterparts, or each of which shall be deemed an original and all of which shall constitute one document. VICINITY CORPORATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CFO OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (B) satisfactory representations from Holder that Holder is eligible NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee hereby accepts this Option subject to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale all of the securities referred terms and provisions hereof. Optionee has reviewed the Option, has had an opportunity to hereinobtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: December 10, 2001 /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Residence Address: 00000 Xxxxxxx Xxxx Los Gatos, CA 95032 7 EXHIBIT A-1 THIS AGREEMENT is made between Xxxxxxx X. Xxxxxx (the "Purchaser") and Vicinity Corporation (the "Company"), as of , .

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Name: Bxxxx X. Xxxxxx Title: President & Chief Executive Officer OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2000 EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. Dated: _______________________ _______________________________ [OPTIONEE] Residence Address: _______________________________ Attention: Sr. Manager, Human Resources 1. Exercise of Option. Effective as of today, ___, ___, the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase ___shares of the Common Stock issuable upon exercise (the “Shares”) of this WarrantVNUS Medical Technologies, Inc. (the Corporation shall remove the foregoing legend from the certificate “Company”) under and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, pursuant to the effect that any such legend may be removed from such certificateVNUS Medical Technologies, or Inc. 2000 Equity Incentive Plan (Bthe “Plan”) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or and the [ ] Incentive [ ] Non-Qualified Stock Option Agreement dated ___, ___, (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights “Option Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein”).

Restrictions on Shares. The shares of Common Stock Conversion Shares issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (ia) they the Conversion Shares first shall have been registered under the Securities Act and applicable state securities laws, or (iib) the Corporation Company shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act Act, or (iiic) they the Conversion Shares are sold under Rule 144 under the Securities Act. Except as otherwise provided in the Securities Purchase AgreementSubscription Agreement dated November 21, 2005, each certificate for shares of Common Stock the Conversion Shares issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE STATE, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S OF THE UNITED STATES. SECURITIES ACT) EXCEPT IN ACCORDANCE WITH THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFEREDPROVISIONS THEREOF, SOLD OR TRANSFERRED IN THE ABSENCE OF PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR UNDER THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDACT, SOLD OR TRANSFERRED UNDER PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THOSE THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. ." Upon the request of a holder the Holder of a certificate representing any shares of Common Stock Conversion Shares issuable upon exercise conversion of this WarrantNote, the Corporation Company shall remove the foregoing legend from the certificate and issue to such holder the Purchaser a new certificate therefor free of any transfer legend, (a) if (i) without an effective registration statement with such request, the Corporation Company shall have received either (Ai) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (Bii) satisfactory representations from Holder the Purchaser that Holder the Purchaser is eligible to sell such security under Rule 144 or (iib) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Stock Option Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Xxxxx X. Xxxxxxxx OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK OPTION AGREEMENT, NOR IN THE COMPANY’S 2004 EQUITY INCENTIVE PLAN, AS MAY BE AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementOPTIONEE Residence Address: Intermolecular, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Inc. Attention: Stock Administration

Restrictions on Shares. The If the Shares underlying the Warrants are not the subject of an effective registration statement under the Act upon issuance by the Company, legends stating that such Shares have not been registered and referring to restrictions on transferability and sale of the Shares may be placed upon all certificates or other documents evidencing ownership, and stop-order instructions prohibiting transfer of the Shares or similar notations may be made on the Company's records to prevent the disposition of Shares other than in accordance with applicable law. By: Name: Title: Dated: Sonic Systems Corporation (the "Company") does hereby notify you of its election to exercise its right, pursuant to Section 2.2 of the Warrant issued to you by the Company on (the "Warrant"), to accelerate the exercise period of such Warrant with respect to Shares. Please be advised that you have [twenty (20) days]/[ninety (90) days] from the date you receive this Notice of Acceleration (the "[Twenty-Day]/ [Ninety-Day] Period") to exercise your Warrant in the manner provided for in the Warrant. You will be deemed to have received this Notice of Acceleration five (5) days after the date when this Notice of Acceleration was first deposited in a national mail, if mailed, or upon receipt if delivered personally or by facsimile. You will automatically forfeit your right to purchase shares of Common Stock common stock issuable upon exercise of this such Warrant, unless the Warrant may not be sold or transferred unless (i) they first shall have been registered under is exercised with respect to such numbers of Shares before the Securities Act and applicable state securities laws, (ii) end of the [Twenty-Day]/[Ninety-Day] Period. Sonic Systems Corporation shall have been furnished with an opinion By: Name: Title: 1. The undersigned hereby elects to purchase shares of legal counsel (in form, substance and scope customary for opinions in such circumstances) the Common Stock of Sonic Systems Corporation pursuant to the effect that such sale or transfer is exempt from the registration requirements terms of the Securities Act attached Warrant, and tenders herewith payment of the purchase price of such shares in full. 2. Please issue a certificate or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided certificates representing said shares in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal name of the legend, shall bear undersigned holder as specified below. 3. The undersigned represents it is acquiring the shares solely for its own account and not as a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of nominee for any other party and not with a holder of a certificate representing any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering view toward the resale of such securities is or distribution thereof except in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply compliance with applicable securities laws upon the resale of the securities referred to hereinlaws.

Restrictions on Shares. The shares of Common Stock Ordinary Shares issuable upon exercise conversion of this Warrant Series B Preferred Shares may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation Company shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably satisfactory to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under pursuant to Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock Ordinary Shares issuable upon exercise conversion of this Warrant Series B Preferred Shares that have not been so registered and that have not been sold under pursuant to an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH SALE, ASSIGNMENT OR TRANSFER MUST ALSO COMPLY WITH APPLICABLE STATE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock Ordinary Shares issuable upon exercise conversion of this WarrantSeries B Preferred Shares, the Corporation Company shall remove the foregoing legend from the certificate and or issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Company shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, reasonably satisfactory to the Company to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder the holder that Holder holder is eligible to sell such security under pursuant to Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant Certificate of Designation shall (i) limit the CorporationCompany's obligation under the Registration Rights Agreement, or (ii) affect in any way Holderthe holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be sold or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Securities Act. Except as otherwise provided in the Securities Purchase Agreementherein, each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder the Investor of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation shall remove the foregoing legend from the certificate and issue to such holder the Investor a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder the Investor that Holder the Investor is eligible to sell such security under Rule 144 or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. This Note has been issued by the Company pursuant to the exemption from registration under the Securities Act of 1933 (the "Act"). The shares of Common Stock issuable upon exercise conversion of this Warrant Note may not be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, laws or (ii) the Corporation Company shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstancesreasonably acceptable to the Company) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each Each certificate for shares of Common Stock issuable upon exercise conversion of this Warrant Note that have not been so registered and that have has not been sold under pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 1933 (THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES"ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN UNLESS THEY ARE REGISTERED UNDER THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE ACT AND APPLICABLE STATE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDLAWS, SOLD OR TRANSFERRED UNDER SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon exercise conversion of this WarrantNote, the Corporation Company shall remove the foregoing legend from the certificate and or issue to such holder Holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation Company shall have received either (A) an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope customary for opinions in such circumstancesscope, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 certificate or (ii) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock Shares issuable upon exercise conversion of this Warrant Debenture may not be sold or transferred unless (ia) they the Shares, first shall have been registered under the Securities Act and applicable state securities laws, or (iib) the Corporation Company shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act Act, or (iiic) they the Shares, are sold under Rule 144 under the Securities Act. Except as otherwise provided in the Securities Purchase Subscription Agreement, each certificate for shares of Common Stock the Shares issuable upon exercise conversion of this Warrant Debenture that have has not been so registered and that have has not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT BEEN REGISTERED A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR AMENDED (THE “SECURITIES LAWS ACT”). NONE OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFEREDOFFERED OR SOLD, SOLD DIRECTLY OR TRANSFERRED INDIRECTLY, IN THE ABSENCE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR UNDER THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFEREDACT, SOLD OR TRANSFERRED UNDER PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THOSE THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.” Upon the request of a holder the Purchaser of a certificate representing any shares of Common Stock Shares issuable upon exercise conversion of this WarrantDebenture, the Corporation Company shall remove the foregoing legend from the certificate and issue to such holder the Purchaser a new certificate therefor free of any transfer legend, (a) if (i) without an effective registration statement with such request, the Corporation Company shall have received either (Ai) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (Bii) satisfactory representations from Holder the Purchaser that Holder the Purchaser is eligible to sell such security under Rule 144 or (iib) a registration statement under the Securities Act covering the resale of such securities is in effect. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Xxxxxx purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. By: Name: Xxxxx Xxxxx Title: President OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2005 EQUITY INCENTIVE PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights AgreementDated: OPTIONEE Residence Address: AirXpanders, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.Inc. Attention: Stock Administration

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. BELVEDERE SOCAL By: /s/Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Executive Chairman OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION AND ANY UNVESTED SHARES ISSUED UNDER OR IN CONNECTION WITH THIS AGREEMENT IS EARNED ONLY BY CONTINUING EMPLOYMENT WITH THE COMPANY AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2007 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT STATUS BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.OPTIONEE Residence Address: Belvedere SoCal [Address] Attention: Stock Administration

Restrictions on Shares. The shares of Common Stock issuable Optionee hereby agrees that Shares purchased upon the exercise of this Warrant may not the Option shall be sold subject to such terms and conditions as the Administrator shall determine in its sole discretion, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, and a right of first refusal in favor of the Company with respect to permitted transfers of Shares. Such terms and conditions may, in the Administrator’s sole discretion, be contained in the Exercise Notice with respect to the Option or transferred unless (i) they first shall have been registered under the Securities Act and applicable state securities laws, (ii) the Corporation shall have been furnished with an opinion of legal counsel (in form, substance and scope customary for opinions in such circumstances) other agreement as the Administrator shall determine and which the Optionee hereby agrees to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act or (iii) they are sold under Rule 144 under the Act. Except as otherwise provided in the Securities Purchase Agreement, each certificate for shares of Common Stock issuable upon exercise of this Warrant that have not been so registered and that have not been sold under an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. Upon enter into at the request of a holder the Company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one document. BELVEDERE SOCAL By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Executive Chairman OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION AND ANY UNVESTED SHARES ISSUED UNDER OR IN CONNECTION WITH THIS AGREEMENT IS EARNED ONLY BY CONTINUING SERVICE PROVIDER STATUS AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 2007 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF SERVICE PROVIDER STATUS BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S SERVICE PROVIDER STATUS AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE. Optionee acknowledges receipt of a certificate representing copy of the Plan and represents that he or she is familiar with the terms and provisions thereof. Optionee hereby accepts this Option subject to all of the terms and provisions hereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any shares of Common Stock issuable upon exercise of this Warrant, the Corporation shall remove the foregoing legend from the certificate and issue to such holder a new certificate therefor free of any transfer legend, if (i) with such request, the Corporation shall have received either (A) an opinion of counsel, in form, substance and scope customary for opinions in such circumstances, to the effect that any such legend may be removed from such certificate, or (B) satisfactory representations from Holder that Holder is eligible to sell such security under Rule 144 or (ii) a registration statement questions arising under the Securities Act covering Plan or this Option. Optionee further agrees to notify the resale of such securities is Company upon any change in effectthe residence address indicated below. Nothing in this Warrant shall (i) limit the Corporation's obligation under the Registration Rights Agreement, or (ii) affect in any way Holder's obligations to comply with applicable securities laws upon the resale of the securities referred to herein.OPTIONEE Residence Address: Belvedere SoCal [Address] Attention: Stock Administration