Common use of Securities Act Compliance Clause in Contracts

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Warrant Shares will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view are no longer subject to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated 144 under the Securities Act. The Act among the Company and certain investors in the Company's securities, the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following formforms, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Securities Act Compliance. The Holder hereby represents: (a) that this Unless the issuance of the Warrant and any Warrant Shares will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated shares shall have been registered under the Securities Act, as a condition of its delivery of certificates for the Warrant Shares, the Company may require the Holder to deliver to the Company, in writing, representations regarding the Holder's sophistication, investment intent, acquisition for its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the issuance or transfer of the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated shall have been registered under the Securities Act. The , as a condition of its delivery of the certificates for the Warrant Shares, the Company may require the Holder (including any transferee of the Warrant Shares in whose name the Warrant Shares are to be registered) to deliver to the Company, in writing, representations regarding the purchaser's sophistication, investment intent, acquisition for its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering, and the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “Holder (including such transferee): THE SECURITIES EVIDENCED REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED ISSUED WITHOUT REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR AND THE SECURITIES BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION. THE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER DISPOSED OF, BENEFICIALLY OR ON THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER RECORDS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONCOMPANY, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND APPLICABLE BLUE SKY LAWS OR THERE HAS BEEN DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH OTHER APPLICABLE LAWSREGISTRATION AND QUALIFICATION IS NOT REQUIRED. The Company need not register a transfer of this Warrant or the Warrant Share unless the conditions specified in such legend and in Section 8 are satisfied.”

Securities Act Compliance. The Holder hereby represents: Each holder (aa "Holder") that of a certificate evidencing the Note or the Note Shares which bears the restrictive legend set forth in Section 8(a) above (the "Restricted Securities"), and who proposes to Transfer (as defined in Section 3(a) of this Warrant Agreement) any Restricted Securities, shall give written notice to the Company of such Holder's intention to effect such Transfer. Each such notice shall describe the manner and any Warrant Shares will circumstances of the proposed sale or other disposition in sufficient detail and may be acquired for investment for accompanied by an opinion of legal counsel to the Holder’s own account and not . Promptly upon receipt of such notice, the Company shall present a copy thereof (together with a view any accompanying opinion of legal counsel to the resale or distribution of any part thereofHolder) to its legal counsel, and the following provisions shall apply: (bi) that If, in the opinion of legal counsel to such Holder, satisfactory in form and substance to the Company and its legal counsel, or if such notice was not accompanied by an opinion of legal counsel to the Holder, then, if, in the opinion of legal counsel to the Company, the proposed sale or other disposition may be effected without registering the Restricted Securities involved under the Securities Act or under state securities laws, such Holder shall be entitled to Transfer such Restricted Securities in accordance with the terms of the notice delivered to the Company. The Company will advise the Holder, within five (5) business days after submission of such notice, whether such Holder is entitled to so Transfer the Restricted Securities. If the Holder is entitled to so Transfer, he shall submit the stock certificate or certificates evidencing the Restricted Securities to be Transferred to the Company in proper form for Transfer and accompanied by appropriate instruments of Transfer. Restricted Securities thus Transferred (and each of the certificates evidencing any untransferred balance of the Note Shares not so transferred) shall bear the restrictive legend set forth in Section 8(a), unless, in the opinion of both such legal counsel (or legal counsel to the Company if the Holder did not present an accredited investor as defined opinion of its legal counsel), such legend is not required by the applicable provisions of the Securities Act or state securities laws; and (ii) If in Rule 501(a) the reasonable opinion of Regulation D promulgated either of such legal counsel (or legal counsel to the Company if the Holder did not present an opinion of its legal counsel), the proposed Transfer cannot be effected without registering the Note Shares involved under the Securities ActAct or state securities laws, such Holder shall not offer to Transfer or Transfer such Restricted Securities unless and until such Restricted Securities have been registered under the Securities Act or state securities laws for such purpose or an exemption from such registration becomes available pursuant to Section 8(b)(i) above. The Company may place conspicuously upon each certificate representing has obligated itself to register the Warrant Note Shares a legend substantially in the following form, pursuant to the terms of the Registration Rights Agreement, a copy of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSis attached hereto and made a part hereof.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the transfer of the Warrant Shares will be acquired for investment shall have been registered under the Securities Act, as a condition of the delivery of certificates for the Warrant Shares, the Company may require the Holder to deliver to the Company, in writing, representations regarding the Holder’s sophistication, investment intent, acquisition for Holder’s own account and not with a view to the resale or distribution such other matters as are reasonable and customary for purchasers of any part thereof, and (b) that the Holder is securities in an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Actunregistered private offering. The Company may place conspicuously upon each Warrant and upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSIS EXEMPT FROM REGISTRATION.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view are no longer subject to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated 144 under the Securities Act. The , the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view are no longer subject to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated 144 under the Securities Act. The , the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Warrant Shares will be acquired for investment As a condition of its delivery of the certificates for the Holder’s Warrant Stock, the Company may require the registered holder hereof (or the transferee, if any, of the Warrant Stock in whose name the shares of Warrant Stock are to be registered) to deliver to the Company, in writing, representations regarding the purchaser's sophistication, investment intent, acquisition for his, her or its own account and not with a view to such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering and the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Company may place conspicuously upon each certificate representing the shares of Warrant Shares Stock a legend substantially in the following form, the terms of which are agreed to by the Holder: “registered holder hereof (including any transferee of this Warrant or the Warrant Stock): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSIS EXEMPT FROM REGISTRATION.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view are no longer subject to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated 144 under the Securities Act. The , the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following formforms, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Securities Act Compliance. The Holder Warrantholder hereby represents: (a) that this Warrant, the Unit Warrants, and the Common Stock to be acquired by Warrantholder upon exercise of this Warrant and any Warrant Shares or upon exercise of the Unit Warrants will be acquired for investment for the Holder’s Warrantholder's own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder Warrantholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. In addition, unless the issuance of the Unit Warrants or the Common Stock issuable upon exercise of this Warrant or the Unit Warrants shall have been registered under the Act, as a condition of its delivery of certificates for the Unit Warrants or the Common Stock, the Company may require the Warrantholder to deliver to the Company, in writing, representations regarding the Warrantholder's sophistication, investor status, investment intent, acquisition for its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each certificate representing the Warrant Shares Unit Warrants and the Common Stock a legend substantially in the following form, the terms of which are agreed to by the HolderWarrantholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”), ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES STATE, AND MAY NOT BE OFFERED, SOLD, PLEDGED TRANSFERRED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) HYPOTHECATED UNLESS PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT AND EXCHANGE COMMISSION RULE 144 OR (2) PURSUANT TO UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS 1933 ACT AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS ANY STATE COVERING SUCH SECURITIES OR THE COMPANY HAS RECEIVED RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO IT THE COMPANY, STATING THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSLAWS OF ANY STATE.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view are no longer subject to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated 144 under the Securities Act. The Act or to the Lock-up Agreement dated as of August 15, 2002 among the Company and certain investors in the Company's securities, the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following formforms, the terms of which are arc agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT DATED AS OF AUGUST _, UNLESS 2002 AMONG THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN INVESTORS IN THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSCOMPANY'S SECURITIES.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view are no longer subject to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated 144 under the Securities Act. The Act or to the Lock-up Agreement dated as of August 15, 2002 among the Company and certain investors in the Company's securities, the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following formforms, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT DATED AS OF AUGUST _, UNLESS 2002 AMONG THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN INVESTORS IN THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSCOMPANY'S SECURITIES.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Warrant Unless the transfer of the Shares will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated shall have been registered under the Securities Act, as a condition of the delivery of certificates for the Shares, the Company may require the Holder to deliver to the Company in writing, its own representations, regarding the Holder's sophistication, Investment intent, acquisition for account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are hereby agreed to in advance by the Holder: “'THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR ANY APPLICABLE STATE LAW, AS AMENDED (THE “SECURITIES ACT”)AND NO INTEREST THEREIN MAY BE SOLD, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND THE COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO IT FOR THE HOLDER OF THESE SECURITIES CONCURRED IN BY LEGAL COUNSEL FOR RAIKE FINANCIAL GROUX, XXC., STATING THAT SUCH TRANSACTION DOES NOT REQUIRE IS EXEMPT FROM REGISTRATION UNDER APPLICABLE SECURITIES LAWS. NEITHER THE OFFERING OF THE SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY AN ADMINISTRATOR UNDER THE SECURITIES ACT AND SUCH OTHER OF 1933 OR ANY APPLICABLE LAWS.”STATE LAW'

Securities Act Compliance. The Holder Warrantholder hereby represents: (a) that this Warrant and any Common Stock to be acquired by the Warrantholder on exercise of the Warrant Shares will be acquired for investment for the HolderWarrantholder’s own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder Warrantholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. In addition, as a condition of its delivery of certificates for the Common Stock, the Company will require the Warrantholder to deliver to the Company representations regarding the Warrantholder’s sophistication, investor status, investment intent, acquisition for its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering as set forth in the attached Exercise Form. The Company may place conspicuously upon each certificate representing the Warrant Shares Common Stock a legend substantially in the following form, the terms of which are agreed to by the HolderWarrantholder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Warrant Shares will be acquired for investment As a condition of its delivery of the certificates for the Holder’s Warrant Stock, the Company may require the registered holder hereof (or the transferee, if any, of the Warrant Stock in whose name the shares of Warrant Stock are to be registered) to deliver to the Company, in writing, representations regarding the purchaser's sophistication, investment intent, acquisition for its own account and not with a view to such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering and the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Company may place conspicuously upon each certificate representing the shares of Warrant Shares Stock a legend substantially in the following form, the terms of which are agreed to by the Holder: “registered holder hereof (including any transferee of this Warrant or the Warrant Stock): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE FOREIGN SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (II) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT OR (III) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSIS EXEMPT FROM REGISTRATION.”

Securities Act Compliance. The Holder hereby represents: Each Subscriber and subsequent transferee of a Subscriber who is a holder of a stock certificate evidencing the Shares which bears the restrictive legend set forth in Section 5.1 above (a) that this Warrant the "Restricted Shares"), and who proposes to transfer any Warrant Shares will Restricted Shares, shall give written notice to Holding of such Subscriber's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed sale or other disposition in sufficient detail and may be acquired for investment for the Holder’s own account and not with a view accompanied by an opinion of counsel to the resale Subscriber. Promptly upon receipt of such notice, Holding shall present a copy thereof (together with any accompanying opinion of counsel to the Subscriber) to its counsel, and, subject to Section 5.3, the following provisions shall apply: 5. 2.1. If, in the opinion of counsel to such Subscriber, satisfactory in form and substance to Holding and its counsel, or distribution if such notice was not accompanied by an opinion of any part thereofcounsel to the Subscriber, and (b) that then, if, in the Holder is an accredited investor as defined in Rule 501(a) opinion of Regulation D promulgated counsel to Holding, the proposed sale or other disposition may be effected without registering the Restricted Shares involved under the Securities Act. The Company may place conspicuously upon each certificate representing the Warrant Act or under State securities laws, such Subscriber shall be entitled to transfer such Restricted Shares a legend substantially in the following form, accordance with the terms of which are agreed the notice delivered to Holding. Holding will advise the Subscriber, within 10 business days after submission of such notice, whether such Subscriber is entitled to so transfer the Restricted Shares. If the Subscriber is entitled to so transfer, he shall submit the stock certificates or certificates evidencing the Restricted Shares to be transferred to Holding in proper form for transfer and accompanied by appropriate instruments of transfer. Restricted Shares thus transferred (and each of the stock certificates evidencing any untransferred balance of the Shares not so transferred) shall bear the restrictive legend set forth in Section 5.1, unless, in the opinion of both such counsel (or counsel to Holding if the Subscriber did not present an opinion of his counsel), such legend is not required by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED applicable provisions of the Securit ies Act or State securities laws; and 5. 2.2. If in the opinion of either of such counsel (THE “SECURITIES ACT”or counsel to Holding if the Subscriber did not present an opinion of his counsel), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONthe proposed sale of other disposition cannot be effected without registering the Shares involved under the Securities Act or State securities laws, such Subscriber shall not offer to sell, sell or otherwise dispose of such Restricted Shares unless and until such Restricted Shares have been registered under the Securities Act or State securities laws for such purpose. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS5.”

Securities Act Compliance. The Holder hereby represents: (a) The Company acknowledges that the StarMedia Common Stock acquired pursuant to this Warrant and any Warrant Shares will Agreement may not be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereofsold, and agrees that it will not directly or indirectly offer 28 28 or sell any of such StarMedia Common Stock, other than in compliance with the Securities Act and all other applicable state or foreign securities Laws. (b) The Company acknowledges and agrees that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated StarMedia Common Stock acquired pursuant to this Agreement has not been and will not be registered under the Securities Act. Act (or any state or foreign securities Laws). (c) The Company may place conspicuously upon each certificate representing acknowledges and agrees that the Warrant Shares StarMedia Common Stock delivered pursuant to this Agreement into StarMedia Common Stock) will contain a legend substantially in the following form, the terms of which are agreed to by the Holderform set forth below: “THE THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. JURISDICTION WITHIN THE SECURITIES MAY NOT BE OFFEREDUNITED STATES AND ITS TERRITORIES, SOLD, PLEDGED POSSESSIONS OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS ANDANY FOREIGN JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE CASE ABSENCE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH REGISTRATION OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THE CORPORATION IS RECEIVED STATING THAT SUCH TRANSACTION DOES IS NOT REQUIRE SUBJECT TO THE REGISTRATION UNDER AND/OR PROSPECTUS DELIVERY REQUIREMENTS OF ANY SUCH JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE COMPANY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”PROVIDED BY SECTION 4(2) THEREUNDER. 29 29

Securities Act Compliance. The Holder Warrantholder hereby represents: (a) that this Warrant and any Common Stock to be acquired by the Warrantholder on exercise of the Warrant Shares will be acquired for investment for the Holder’s Warrantholder's own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder Warrantholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. In addition, unless the issuance of the Common Stock shall have been registered under the Securities Act, as a condition of its delivery of certificates for the Common Stock, the Company may require the Warrantholder to deliver to the Company, in writing, representations regarding the Warrantholder's sophistication, investor status, investment intent, acquisition for its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each certificate representing the Warrant Shares Common Stock a legend substantially in the following form, the terms of which are agreed to by the HolderWarrantholder: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”"

Securities Act Compliance. The Holder hereby represents: As a condition of its delivery of the certificates for the Warrant Shares, the Company may require the registered holder hereof (a) that this Warrant and any or the transferee, if any, of the Warrant Shares will in whose name the Warrant Shares are to be acquired registered) to deliver to the Company, in writing, representations regarding the purchaser's sophistication, investment intent, acquisition for investment for the Holder’s its own account and not with a view to such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering and the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “registered holder hereof (including any transferee of this Warrant or the Warrant Shares): THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1I) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (II) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A REASONABLY SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT OR (III) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSIS EXEMPT FROM REGISTRATION.”

Securities Act Compliance. The Holder hereby represents: issuance of the VimpelCom Common Shares and VimpelCom Preferred Shares to Weather II and the Weather I Shareholders pursuant to Article II shall be effected as a private placement pursuant to Section 4(2) of the Securities Act. In connection therewith, Weather II and each Weather I Shareholder represents and warrants, severally and not jointly, to VimpelCom the following: (a) that this Warrant and any Warrant Shares will be acquired for investment for the Holder’s own account and not with a view to the resale Weather II or distribution of any part thereof, and (b) that the Holder such Weather I Shareholder is an “accredited investor investor” (as such term is defined in Rule 501(a) of Regulation D promulgated by the SEC); (b) Weather II or such Weather I Shareholder understands and agrees that the VimpelCom Common Shares and VimpelCom Preferred Shares acquired or that may be acquired by Weather II or such Weather I Shareholder pursuant to Article II have not been registered under the Securities Act. The Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially , or under any state securities laws, and that accordingly such shares will not be fully transferable except as permitted under various exemptions contained in the following formSecurities Act, or upon satisfaction of the terms registration and prospectus delivery requirements of which the Securities Act; (c) Weather II or such Weather I Shareholder acknowledges that because VimpelCom Common Shares and VimpelCom Preferred Shares acquired pursuant to Article II by Weather II or such Weather I Shareholder will not be registered under the Securities Act as of the Closing Date, such shares cannot be disposed of by such recipient unless such shares are agreed subsequently registered or an exemption from registration under the Securities Act is available; (d) Weather II or such Weather I Shareholder understands that the VimpelCom Common Shares and VimpelCom Preferred Shares acquired or that may be acquired by Weather II or such Weather I Shareholder pursuant to Article II are being offered and sold pursuant to this Agreement in reliance upon federal and state exemptions for transactions not involving any public offering; (e) Without prejudice to the representations, warranties and covenants of VimpelCom contained in this Agreement, Weather II or such Weather I Shareholder has (i) had the opportunity to meet with officers and other representatives of VimpelCom to discuss its business, assets, liabilities, financial condition, cash flow, and operations, and (ii) received all materials, documents, and other information that Weather II or such Weather I Shareholder deems necessary or advisable to evaluate the VimpelCom Common Shares and VimpelCom Preferred Shares acquired or that may be acquired by Weather II or such Weather I Shareholder pursuant to Article II; (f) Weather II or such Weather I Shareholder has made an independent examination, investigation, analysis, and evaluation of VimpelCom and the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933VimpelCom Common Shares and VimpelCom Preferred Shares acquired or that may be acquired by Weather II or such Weather I Shareholder pursuant to Article II, AS AMENDED including Weather II’s or such Weather I Shareholder’s own estimate of the value of such shares; (THE “SECURITIES ACT”)g) the VimpelCom Common Shares and VimpelCom Preferred Shares acquired or that may be acquired by Weather II or such Weather I Shareholder pursuant to Article II are being and will be acquired by Weather II or such Weather I Shareholder for Weather II’s or such Weather I Shareholder’s own account, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFEREDfor investment only, SOLDnot as a nominee or agent, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT and not with a view to or in connection with any resale or distribution thereof other than in accordance with the Securities Act and other applicable securities laws; and (1h) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTWeather II or such Weather I Shareholder has no present intention of selling, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS ANDgranting any participation in, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONor otherwise distributing the VimpelCom Common Shares or VimpelCom Preferred Shares acquired or that may be acquired by Weather II or such Weather I Shareholder pursuant to Article II other than in accordance with the Securities Act and other applicable securities laws, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSnor does Weather II or such Weather I Shareholder have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation with respect to such shares to such Person or to any third Person other than in accordance with the Securities Act and other applicable securities laws.”

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view are no longer subject to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated 144 under the Securities Act. The Act or to the Lock-up Agreement dated as of August 15, 2002 among the Company and certain investors in the Company's securities, the Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following formforms, the terms of which are agreed to by the Holder: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING THESE SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, (CONCURRED IN BY LEGAL COUNSEL FOR THE CASE OF A COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT DATED AS OF AUGUST __, UNLESS 2002 AMONG THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER AND CERTAIN INVESTORS IN THE SECURITIES ACT COMPANY'S SECURITIES. 3 - SECOND AMENDED AND SUCH OTHER APPLICABLE LAWS.”RESTATED STOCK PURCHASE WARRANT PDX/112816/141153/DLH/1395700.1

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Warrant Unless the transfer of the Shares will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated shall have been registered under the Securities Act, as a condition of the delivery of certificates for the Shares, the Company may require the Holder to deliver to the Company in writing, its own representations, regarding the Holder's sophistication, Investment intent, acquisition for account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are hereby agreed to in advance by the Holder: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 OR ANY APPLICABLE STATE LAW, AS AMENDED (THE “SECURITIES ACT”)AND NO INTEREST THEREIN MAY BE SOLD, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL SUCH ACT AND APPLICABLE STATE SECURITIES LAWS AND THE COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO IT FOR THE HOLDER OF THESE SECURITIES CONCURRED IN BY LEGAL COUNSEL FOR RAIKE FINANCIAL GROUP, XXX., STATING THAT SUCH TRANSACTION DOES NOT REQUIRE IS EXEMPT FROM REGISTRATION UNDER APPLICABLE SECURITIES LAWS. NEITHER THE OFFERING OF THE SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY AN ADMINISTRATOR UNDER THE SECURITIES ACT AND SUCH OTHER OF 1933 OR ANY APPLICABLE LAWS.”STATE LAW'

Securities Act Compliance. The Holder Warrantholder hereby represents: (a) that this Warrant and any Common Stock and Unit Warrants to be acquired by the Warrantholder on exercise of the Warrant Shares will be acquired for investment for the Holder’s Warrantholder's own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder Warrantholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. In addition, unless the issuance of the Securities shall have been registered under the Securities Act, as a condition of its delivery of certificates for the Common Stock and Unit Warrants, the Company may require the Warrantholder to deliver to the Company, in writing, representations regarding the Warrantholder's sophistication, investor status, investment intent, acquisition for its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each certificate representing the Warrant Shares Securities a legend substantially in the following form, the terms of which are agreed to by the HolderWarrantholder: “"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.”"

Securities Act Compliance. The Holder hereby represents: (a) that this Warrant and any Unless the transfer of the Warrant Shares will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and (b) that the Holder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated shall have been registered under the Securities Act, as a condition of the delivery of certificates for the Warrant Shares, the Company may require the Holder to deliver to the Company, in writing, representations regarding the Holder's sophistication, investment intent, acquisition for Holder's own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each Warrant and upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder: “THE "THESE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES "ACT”"), OR THE SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION. THE SECURITIES LAW, AND NO INTEREST THEREIN MAY NOT BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT UNLESS (1i) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL ACT AND APPLICABLE STATE SECURITIES LAWS AND COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWSIS EXEMPT FROM REGISTRATION.”"