Common use of TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 Clause in Contracts

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, and applicable blue sky laws shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (a) This Warrant is non-transferable. The Warrant Shares, and all other equity securities issued or issuable upon exercise of this Warrant, may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered sold or in any other manner transferred or disposed oftransferred, in whole or in part, except in compliance with the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and all applicable United States federal and state securities statutes, or Blue Sky laws and an opinion of counsel acceptable to the terms and conditions hereof. Each Warrant Company to the effect that such registration is not required. (b) The Company shall bear a legend in substantially cause the same form as the legend following legends to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares issued issuable upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, and applicable blue sky laws shall bear a legend substantially in the following form: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE APPLICABLE STATE SECURITIES LAWSACT, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. (C) THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED NO REGISITRATION IS REQUIRED IN CONNECTION WITH SUCH SALE, ASSIGNMENT OR TRANSFER OR RESALE THAT AN EXEMPTION TO SUCH REGISTRATION IS IN COMPLIANCE WITH AVAILABLE." "THESE SECURITIES MAY NOT BE TRANSFERRED WITHOUT THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unlessPRIOR CONSENT OF THE VANCOUVER STOCK EXCHANGE UNTIL OCTOBER 15, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any1998.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (a) This Warrant is non-transferable. The Warrant Shares, and all other equity securities issued or issuable upon exercise of this Warrant, may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered sold or in any other manner transferred or disposed oftransferred, in whole or in part, except in compliance with the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and all applicable United States federal and state securities statutes, or Blue Sky laws and an opinion of counsel acceptable to the terms and conditions hereof. Each Warrant Company to the effect that such registration is not required. (b) The Company shall bear a legend in substantially cause the same form as the legend following legends to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares issued issuable upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, and applicable blue sky laws shall bear a legend substantially in the following form: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE APPLICABLE STATE SECURITIES LAWSACT, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. (C) THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED NO REGISITRATION IS REQUIRED IN CONNECTION WITH SUCH SALE, ASSIGNMENT OR TRANSFER OR RESALE THAT AN EXEMPTION TO SUCH REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anyAVAILABLE."

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant Securities, and all other securities issued or issuable upon exercise of this Warrant, may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered sold or in any other manner transferred or disposed oftransferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereoflaws. Each Warrant shall bear a legend in The Company may cause substantially the same form as the legend following legends, or their equivalents, to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares Securities, or any other security issued or issuable upon exercise of this Warrant, unless at not theretofore distributed to the time of exercise such Warrant Shares are acquired pursuant public or sold to a registration statement that has been declared effective under underwriters, as defined by the Act, and applicable blue sky laws shall bear a legend substantially in for distribution to the following form: public pursuant to Section 8 above: (a) THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED OR RESOLD IN ANY MANNER EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN THEREFROM AND OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED RESALE OR TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS." (b) Any legend required by applicable state securities laws. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend legends (except a new certificate for any Warrant Shares issued after the acquisition upon completion of such Warrant Shares a public distribution pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear such legend the above legends unless, in the opinion of counsel for the Company's counsel, the Warrant Shares securities represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anysuch restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal federal, state and state provincial securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, Securities Act and applicable blue sky laws laws, shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE , 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 SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD ACT) EXCEPT AS PERMITTED UNDER IN ACCORDANCE WITH THE ACT AND THE APPLICABLE STATE SECURITIES LAWSPROVISIONS THEREOF, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ISSUER REGISTRATION REQUIREMENTS OF THESE THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS. .” Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision provisions of this Section 9 13 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Sharesshares of Stock, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares shares of Stock issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares shares are acquired pursuant to a registration statement that has been declared effective under the Act, Securities Act and any applicable blue sky laws laws, shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares shares of Stock issued at any time in exchange or substitution for any certificate for any Warrant Shares shares of Stock bearing such legend (except a new EXHIBIT D TO LEASE (Page 6) certificate for any Warrant Shares shares of Stock issued after the acquisition of such Warrant Shares shares pursuant to a registration statement that has been declared effective under the Act0000 Xxx) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares shares represented thereby need no longer be subject to the restriction contained herein. The provision provisions of this Section 9 18 shall be binding upon all subsequent holders of certificates for Warrant Shares shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Sharesshares of Stock, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares shares of Stock issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares shares are acquired pursuant to a registration statement that has been declared effective under the Act, 1933 Act and any applicable blue sky laws laws, shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares shares of Stock issued at any time in exchange or substitution for any certificate for any Warrant Shares shares of Stock bearing such legend (except a new certificate for any Warrant Shares shares of Stock issued after the acquisition of such Warrant Shares shares pursuant to a registration statement that has been declared effective under the Act1930 Xxx) shall xhall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares shares represented thereby need no longer be subject to the restriction contained herein. The provision provisions of this Section 9 18 shall be binding upon all subsequent holders of certificates for Warrant Shares shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws laws, including Regulation S under the Act, and the terms and conditions hereof. Each Warrant shall bear a legend the legends in substantially the same form as the legend legends set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, and applicable blue sky laws shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER ACQUIRED PURSUANT TO REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED IN ACCORDANCE THEREWITH, PURSUANT TO A REGISTRATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO REGISTRATION OR AN AVAILABLE EXEMPTION THEREFROMFROM REGISTRATION. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE ACT. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, Securities Act and applicable blue sky laws laws, shall bear a legend substantially in the following form: “THE SECURITIES SHARES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER IN THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES BULLDOG TECHNOLOGIES INC. MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT IT THAT ANY A PROPOSED TRANSFER OR RESALE SALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ACT.” Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision provisions of this Section 9 14 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant Securities, and all other securities issued or issuable upon exercise of this Warrant, may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered sold or in any other manner transferred or disposed oftransferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereoflaws. Each Warrant shall bear a legend in The Company may cause substantially the same form as the legend following legends, or their equivalents, to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares Securities, or any other security issued or issuable upon exercise of this Warrant, unless at not theretofore distributed to the time of exercise such Warrant Shares are acquired pursuant public or sold to a registration statement that has been declared effective under underwriters, as defined by the Act, and applicable blue sky laws shall bear a legend substantially in for distribution to the following form: public pursuant to Section 8 above: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) OR ANY STATE SECURITIES LAWS ("STATE ACTS") AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RESOLD EXCEPT AS PERMITTED QUALIFICATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWSACTS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." (ii) Any legend required by applicable state securities laws. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend legends (except a new certificate for any Warrant Shares issued after the acquisition upon completion of such Warrant Shares a public distribution pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear such legend the above legends unless, in the opinion of counsel for the Company's counsel, the Warrant Shares securities represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anysuch restrictions.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Sharesshares of Stock, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares shares of Stock issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares shares are acquired pursuant to a registration statement that has been declared effective under the Act, 1933 Act and any applicable blue sky laws laws, shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares shares of Stock issued at any time in exchange or substitution for any certificate for any Warrant Shares shares of Stock bearing such legend (except a new certificate for any Warrant Shares shares of Stock issued after the acquisition of such Warrant Shares shares pursuant to a registration statement that has been declared effective under the Act0000 Xxx) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares shares represented thereby need no longer be subject to the restriction contained herein. The provision provisions of this Section 9 18 shall be binding upon all subsequent holders of certificates for Warrant Shares shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal federal, state and state provincial securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a a CW941314.1 legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, Securities Act and applicable blue sky laws laws, shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE , 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 SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD ACT) EXCEPT AS PERMITTED UNDER IN ACCORDANCE WITH THE ACT AND THE APPLICABLE STATE SECURITIES LAWSPROVISIONS THEREOF, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ISSUER REGISTRATION REQUIREMENTS OF THESE THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS. .” Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision provisions of this Section 9 13 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky and blue sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, Act and applicable blue sky laws laws, shall bear a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any. Notwithstanding the foregoing no registration statement or opinion of counsel shall be required in connection with (i) the transfer by the Agent of this Warrant as provided in Section 4.1(d) or Section 6.9 of the Credit Agreement, all such transfers being permitted without obtaining the consent of the Company or (ii) the transfer by a Holder of this Warrant or the Warrant Shares to any family member or any trust for the benefit of such Holder or any family member of such Holder.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant 8.1. Neither the Series C Preferred Stock nor the Common Stock or any other security issued or issuable upon an exercise of the Warrant Shares, nor any interest in either, conversion option hereunder may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or otherwise disposed ofof except to a person who, in whole the reasonable opinion of counsel for Company, is a person to whom the Series C Preferred Stock or in partthe Common Stock may legally be transferred (pursuant to paragraph 6 or otherwise) without registration and without the delivery of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this paragraph with respect to any resale or other disposition of such securities. 8.2. Company may, except in compliance with applicable United States federal and state securities if it so elects, cause the following legend (or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend one similar to it) to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares Common Stock or any other security issued or issuable upon an exercise of this Warrantthe conversion option hereunder, which security has not theretofore been registered for distribution to the public unless at counsel for Company is of the time of exercise reasonable opinion as to any such Warrant Shares are acquired pursuant to a registration statement certificate that has been declared effective under the Act, and applicable blue sky laws shall bear a such legend substantially in the following formis unnecessary: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS IT IS REGISTERED UNDER THE ACT AND THE UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. UNLESS THE ISSUER OF THESE SECURITIES MAY REQUIRE RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT IT THAT ANY PROPOSED TRANSFER OR RESALE AN EXEMPTION FROM REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anyAVAILABLE.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. (a) This Warrant is non-transferable. The Warrant Shares, and all other equity securities issued or issuable upon exercise of this Warrant, may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered sold or in any other manner transferred or disposed oftransferred, in whole or in part, except in compliance with the absence of an effective registration statement under the Securities Act of 1933, as amended (the "Act"), and all applicable United States federal and state securities statutes, or Blue Sky laws and an opinion of counsel acceptable to the terms and conditions hereof. Each Warrant Company to the effect that such registration is not required. (b) The Company shall bear a legend in substantially cause the same form as the legend following legends to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares issued issuable upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act, and applicable blue sky laws shall bear a legend substantially in the following form: "THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AMENDED, (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS (A) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SECURITIES ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER THE APPLICABLE STATE SECURITIES LAWSACT, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. (C) THE ISSUER OF THESE SECURITIES MAY REQUIRE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT COMPANY THAT ANY PROPOSED NO REGISTRATION IS REQUIRED IN CONNECTION WITH SUCH SALE, ASSIGNMENT OR TRANSFER OR RESALE THAT AN EXEMPTION TO SUCH REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anyAVAILABLE."

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant 8.1. Neither the Series B Preferred Stock nor the Common Stock or any other security issued or issuable upon an exercise of the Warrant Shares, nor any interest in either, conversion option hereunder may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or otherwise disposed ofof except to a person who, in whole the reasonable opinion of counsel for Company, is a person to whom the Series B Preferred Stock or in partthe Common Stock may legally be transferred (pursuant to paragraph 6 or otherwise) without registration and without the delivery of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this paragraph with respect to any resale or other disposition of such securities. 8.2. Company may, except in compliance with applicable United States federal and state securities if it so elects, cause the following legend (or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend one similar to it) to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares Common Stock or any other security issued or issuable upon an exercise of this Warrantthe conversion option hereunder, which security has not theretofore been registered for distribution to the public unless at counsel for Company is of the time of exercise reasonable opinion as to any such Warrant Shares are acquired pursuant to a registration statement certificate that has been declared effective under the Act, and applicable blue sky laws shall bear a such legend substantially in the following formis unnecessary: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS IT IS REGISTERED UNDER THE ACT AND THE UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. UNLESS THE ISSUER OF THESE SECURITIES MAY REQUIRE RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT IT THAT ANY PROPOSED TRANSFER OR RESALE AN EXEMPTION FROM REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anyAVAILABLE.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant Securities, and all other securities issued or issuable upon exercise of this Warrant, may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered sold or in any other manner transferred or disposed oftransferred, in whole or in part, . except in compliance with the Act, and except in compliance with all applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereoflaws. Each Warrant shall bear a legend in The Company may cause substantially the same form as the legend following legends, or their equivalents, to be set forth on each certificate representing the first page Warrant Securities, of this Warrant. Each certificate for Warrant Shares any other security issued or issuable upon exercise of this Warrant, unless at not theretofore distributed to the time of exercise such Warrant Shares are acquired pursuant public or sold to a registration statement that has been declared effective under underwriters, as defined by the Act, and applicable blue sky laws shall bear a legend substantially in for distribution to the following form: public pursuant to Section 8 above. (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) OR ANY STATE SECURITIES LAWS ("STATE ACTS") AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RESOLD EXCEPT AS PERMITTED QUALIFICATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWSACTS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." (ii) Any legend required by applicable state securities laws. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend legends (except a new certificate for any Warrant Shares issued after the acquisition upon completion of such Warrant Shares public distribution pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear such legend the above legends unless, in the opinion of counsel for the Company's counsel, the Warrant Shares securities represented thereby need no longer be subject to the restriction contained hereinsuch restrictions. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any.Xxxxxx Dental Management 1996 Warrants

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant may not be exercised and neither this Warrant 8.1. Neither the Series D Preferred Stock nor the Common Stock or any other security issued or issuable upon an exercise of the Warrant Shares, nor any interest in either, conversion option hereunder may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or otherwise disposed ofof except to a person who, in whole the reasonable opinion of counsel for Company, is a person to whom the Series D Preferred Stock or in partthe Common Stock may legally be transferred (pursuant to paragraph 6 or otherwise) without registration and without the delivery of a current prospectus under the Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this paragraph with respect to any resale or other disposition of such securities. 8.2. Company may, except in compliance with applicable United States federal and state securities if it so elects, cause the following legend (or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend one similar to it) to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares Common Stock or any other security issued or issuable upon an exercise of this Warrantthe conversion option hereunder, which security has not theretofore been registered for distribution to the public unless at counsel for Company is of the time of exercise reasonable opinion as to any such Warrant Shares are acquired pursuant to a registration statement certificate that has been declared effective under the Act, and applicable blue sky laws shall bear a such legend substantially in the following formis unnecessary: THE SECURITIES REPRESENTED HEREBY HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE ANY STATE SECURITIES LAWS OF ANY STATELAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNLESS IT IS REGISTERED UNDER THE ACT AND THE UNDER APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION LAWS OR EXEMPTION THEREFROM. UNLESS THE ISSUER OF THESE SECURITIES MAY REQUIRE RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT IT THAT ANY PROPOSED TRANSFER OR RESALE AN EXEMPTION FROM REGISTRATION IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anyAVAILABLE.

TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant, the Warrant Securities, and all other securities issued or issuable upon exercise of this Warrant, may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered sold or in any other manner transferred or disposed oftransferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereoflaws. Each Warrant shall bear a legend in The Company may cause substantially the same form as the legend following legends, or their equivalents, to be set forth on each certificate representing the first page of this Warrant. Each certificate for Warrant Shares Securities, or any other security issued or issuable upon exercise of this Warrant, unless at not theretofore distributed to the time of exercise such Warrant Shares are acquired pursuant public or sold to a registration statement that has been declared effective under underwriters, as defined by the Act, and applicable blue sky laws shall bear a legend substantially in for distribution to the following form: public pursuant to Section 8 above: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE "ACT"), ) OR ANY STATE SECURITIES LAWS ("STATE ACTS") AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OFFERED FOR SALE, SOLD, OR RESOLD OTHERWISE TRANSFERRED) EXCEPT AS PERMITTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWSACTS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWSACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY." (ii) Any legend required by applicable state securities laws. Xxxxxx Dental Management 1997 Warrants Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend legends (except a new certificate for any Warrant Shares issued after the acquisition upon completion of such Warrant Shares a public distribution pursuant to a registration statement that has been declared effective under the Securities Act of 1933, as amended (the "Act"), or the securities represented thereby) shall also bear such legend the above legends unless, in the opinion of counsel for the Company's counsel, the Warrant Shares securities represented thereby need no longer be subject to the restriction contained herein. The provision of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if anysuch restrictions.