Common use of Compliance with Securities Laws Clause in Contracts

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to SECTION 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Registered Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to comply with all distribution thereof in violation of applicable federal and law. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws; provided, however, notwithstanding any other provision laws and no transfer of this Agreement, the Corporation shall not be obligated to issue Warrant or any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after a registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: “The securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended, or the securities laws of any state (collectively, the “1933 ActActs”). If Employee is Neither the shares nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of in the absence of an “affiliate” effective registration statement with respect to the shares under all of the Corporationapplicable Acts, as or an opinion of counsel reasonably satisfactory to the Company to the effect that term is defined in Rule 144 under such registrations are not required.” Any purported transfer of the 1933 Act (“Rule 144”), such Employee may Warrant or Warrant Shares not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the provisions of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares this section shall be null and void. Stop transfer instructions have been or will be imposed with respect to the Warrant Shares so as to restrict resale or other transfer thereof, subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSection 2.6.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kregistered Holder) promulgated under and will be "restricted securities" within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or under the Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 3.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise registered pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee he/she/it is an “affiliateaccredited investor” of the Corporation, as that term is defined under Rule 501 of Regulation D, that any shares of stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to, or for sale in Rule 144 under connection with, any distribution thereof; that the 1933 Act (“Rule 144”), Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, if any, granted to the Registered Holder) and will be “restricted securities” within the meaning of Rule 144, in its current form, under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one (1) year from the date of exercise of this Warrant, subject to any public offering or sale special treatment by the SEC for exercise of the Shares although permitted to do so this Warrant pursuant to Rule 144(k) promulgated under Section 2.2, and even then will not be available unless a public market then exists for the 1933 Actstock, until all applicable adequate information concerning the Company is then available to the public, and other terms and conditions and requirements of Rule 144 (or registration of the are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 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 TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kregistered Holder) promulgated under and will be "restricted securities" within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or under the Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Registered Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to comply with all applicable federal and distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws; provided, however, notwithstanding any other provision laws and no transfer of this Agreement, the Corporation shall not be obligated to issue Warrant or any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after the registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 (the “1933 Act”). If Employee 1933, as amended, and may not be sold, transferred, assigned, or hypothecated unless there is an “affiliate” effective registration statement under such act covering such securities, the sale is made in accordance with Rule 144, or the company received an opinion of counsel for the holder of these securities reasonably satisfactory to the Company, stating that such sale, transfer, assignment, or hypothecation is exempt from the registration and prospectus delivery requirements of such act." Any purported transfer of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may Warrant or Warrant Shares not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the provisions of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares this section shall be null and void. Stop transfer instructions have been or will be imposed with respect to the Warrant Shares so as to restrict resale or other transfer thereof, subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSection 2.7.

Compliance with Securities Laws. The Corporation Supplier agrees that all Internal Applied Data and Applied new product plans are Confidential Information of Applied, and that this Confidential Information is material, non-public information, the possession of which prohibits Supplier and its employees, contractors, representatives and agents from (1) buying or selling Applied's securities (stock, options, etc.) ("xxxxxxx xxxxxxx") until after the information has been disclosed to the public and absorbed by the market (usually three business days), and (2) passing the Confidential Information on to anyone who may buy or sell Applied securities ("tipping"). Supplier shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws prohibiting xxxxxxx xxxxxxx and tipping, and shall immediately notify Applied if Supplier or any of its employees, contractors, agents or representatives violates any such laws. Supplier also agrees to execute additional NDAs or other agreements as may be required to comply with applicable securities laws. 2.10 Packaging and Transportation 2.10.1 Packaging and Shipment Supplier will have all Items packaged "ready for use" in accordance with Applied's packaging specification (Attachment 6). Supplier will xxxx and if identify every Item in compliance with Applied's part identification specifications and requirements. In addition, Applied may require specific fit-for-use packaging for certain Items and/or deliveries and costs for fit-for-use packaging will be negotiated between Supplier and Applied prior to implementation. 2.10.2 Bar Coding All shipment of Items shall be bar coded to Applied's specifications in Attachment 5. 2.10.3 Transportation Requirements Items identified as POU Items on Attachment 1 will be transported FOB Destination, Freight Collect, (the Transferable Shares are evidenced designated "ship to" location which is identified by Applied) in accordance with Attachment 3. Items not identified as POU Items on a noncertificated basisAttachment 1 will be transported, FOB Destination Freight Prepaid in accordance with Attachment A to Applied's Corporate Transportation Routing Guide (Attachment 7) to this Agreement. The risk of loss during transportation for Items not identified as POU Items on Attachment 1 shall be governed by Article 14 of Exhibit 1. 2.11 Payment 2.11.1 Invoices Invoices shall contain the Transferable Shares shall following information: Purchase Order number, Item number, description, sizes, quantities, unit prices, and extended totals in addition to any other information requested. Applied's payment of an invoice does not represent unconditional acceptance of Items and will be subject to similar stop transfer instructions)adjustment for errors, shortages, or defects. The Employee acknowledges and understands that the Corporation Applied may not be satisfying the current public information requirement of Rule 144 at the any time the Employee wishes set off any amount owed by Applied to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or Supplier against any modification thereof under the Rule) of said Rule has been satisfied. Prior amount owed by Supplier to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedApplied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee he/she/it is an “affiliateaccredited investor” of the Corporation, (as that term is defined in Rule 144 501 under the 1933 Act (“Rule 144”Act, as amended by Section 413 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act), that any shares of stock purchased upon exercise of this Warrant or acquired pursuant hereto shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof, that the Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be “restricted securities” within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration of under Rule 144 will not be available for at least six months from the date the shares are acquired, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of common Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Holder pursuant to this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted shares of Common Stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his or her investment holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that, subject to Section 9 above, the shares of Common Stock acquired pursuant to the exercise of this Warrant may not be registered under the Securities Act and will be "restricted securities" within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2, and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of Common Stock issued to the Holder upon exercise of this Warrant may have affixed thereto a legend substantially in the Sharesfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE LAWS AND RULES, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TECHEDGE, INC. The Employee THAT SUCH REGISTRATION IS NOT REQUIRED. In addition, the Holder agrees not that the Company may place stop transfer orders with its transfer agents with respect to makesuch certificates. Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including without the prior written consent limitation a pledge) of shares of Common Stock issuable upon exercise of the CorporationWarrant is registered pursuant to an effective registration statement and the Holder represents in writing to the Company that such shares have been or are being sold pursuant to such registration statement, any public offering (B) such shares have been publicly sold pursuant to Rule 144 ("Rule 144") and the Holder has delivered to the Company customary Rule 144 broker's and seller's representation letters, or sale of the Shares although permitted to do so (C) such shares can be publicly sold pursuant to Rule 144(k) promulgated under the 1933 Securities Act, until all applicable conditions and requirements of Rule 144 (such shares, as the case may be, shall be issued without any legend or registration of other restrictive language and, with respect to shares upon which such legend is stamped, the shares of common stock issued pursuant Company shall issue new certificates without such legend to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedholder promptly upon request.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants: (a) that any restricted or unrestricted common shares of stock or other securities pursuant to this Agreement if purchased upon exercise of the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; (b) that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; (c) that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; (d) that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of SEC Rule 144 and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any public offering or sale special treatment by the SEC for exercise of the Shares although permitted to do so this Warrant pursuant to Rule 144(k) promulgated under Section 2.2, and even then will not be available unless a public market then exists for the 1933 Actstock, until all applicable adequate information concerning the Company is then available to the public, and other terms and conditions and requirements of Rule 144 are complied with; (or registration of the e) that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 PREMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT OT REGSITRATION OR EXEMPTION THEREFROM.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Registered Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to comply with all applicable federal and distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws; provided, however, notwithstanding any other provision laws and no transfer of this Agreement, the Corporation shall not be obligated to issue Warrant or any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required with respect to the Warrant Shares after the registration for resale of the Warrant Shares has become effective if the Warrant Shares are sold pursuant to the registration statement. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: “The securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended, or the securities laws of any state (collectively, the “1933 ActActs”). If Employee is Neither the shares nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of in the absence of an “affiliate” effective registration statement with respect to the shares under all of the Corporationapplicable Acts, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued or an opinion of counsel satisfactory to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior Bioject Medical Technologies Inc. to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire effect that such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees registrations are not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedrequired.”

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (Holder has had such opportunity as the “1933 Act”). If Employee is an “affiliate” Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, granted to the Shares although permitted to do so pursuant to Rule 144(kRegistered Holder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 and that the exemption from registration under Rule 144 will not be available for at least six (or registration 6) months from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 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 TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted shares of Common Stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of Common Stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to the Registration Rights Agreement) and will be "restricted securities" within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of Common Stock issued to the Holder upon exercise of this Warrant may have affixed thereto a legend substantially in the Sharesfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE ACT AND OTHER APPLICABLE STATE LAWS AND RULES. The Employee In addition, the Holder agrees not that the Company may place stop transfer orders with its transfer agents with respect to makesuch certificates. Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including without limitation a pledge) of Warrant Shares is registered pursuant to an effective registration statement and the prior written consent of Holder represents in writing to the CorporationCompany that such Warrant Shares have been or are being sold pursuant to such registration statement, any public offering (B) such Warrant Shares have been publicly sold pursuant to Rule 144 and the Holder has delivered to the Company customary Rule 144 broker's and seller's representation letters, or sale of the (C) such Warrant Shares although permitted to do so can be publicly sold pursuant to Rule 144(k) promulgated under the 1933 Securities Act or another exemption from the registration requirements of such Act, until all applicable conditions and requirements of Rule 144 (such Warrant Shares, as the case may be, shall be issued without any legend or registration of other restrictive language and, with respect to Warrant Shares upon which such legend is stamped, the shares of common stock issued pursuant Company shall issue new certificates without such legend to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedholder promptly upon request.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, granted to the Shares although permitted to do so pursuant to Rule 144(kRegistered Holder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 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 TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted securities purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (Holder has had such opportunity as the “1933 Act”). If Employee is an “affiliate” Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding the Shares. The Employee agrees Shares for an indefinite period; that the Holder understands that the Shares will not be registered under the Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale if any, granted to the Holder) and will be “restricted securities” within the meaning of the Shares although permitted to do so pursuant to Rule 144(k) 144 promulgated under the 1933 Act; and that all stock certificates representing Shares may have affixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, until all applicable conditions and requirements of Rule 144 AS AMENDED (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 XxxTHE “ACT”) and this Agreement have been satisfiedOR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal This Warrant and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall Warrant Shares have not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be been registered under the Securities Act Act, or qualified under State Laws. The Holder is aware that the issuance of 1933 (this Warrant and the “1933 Act”). If Employee is an “affiliate” issuance of the Corporation, as that term is defined Warrant Shares are being made in Rule 144 reliance on Regulation S under the 1933 Act (“Rule 144”)Securities Act. This Warrant and the Warrant Shares have been purchased for investment and not with a view to distribution or resale, such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes assigned, sold or made subject to sell the Transferable a security interest, pledged, hypothecated, or otherwise transferred without an effective registration statement for such Warrant or Warrant Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) Securities Act and qualification under State Laws, pursuant to an exemption from registration and qualification, or an opinion of said Rule has been satisfied. Prior counsel satisfactory to the Employee's acquisition Company that such registration and qualification are not required. Any Warrant Shares issued upon the exercise of this Warrant (unless pursuant to an effective registration statement under the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to Act) shall bear the economic risk of his or her investment in the Sharesfollowing legend: THIS SECURITY HAS NOT BEEN AND WILL NOT REREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. The Employee agrees not to makeTHE HOLDER HEREOF, without the prior written consent of the CorporationBY PURCHASING THIS SECURITY, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(kAGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED BY SUCH HOLDER PRIOR TO THE LATER OF (X) promulgated under the 1933 ActSIX MONTHS FOLLOWING THE ISSUANCE HEREOF OR (Y) IF APPLICABLE, until all applicable conditions and requirements of Rule 144 THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE, OTHER THAN (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx1) and this Agreement have been satisfiedTO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A NON-U.S. PERSON, AND ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise registered pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, granted to the Shares although permitted to do so pursuant to Rule 144(kRegistered Holder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. (a) The Corporation shall make reasonable efforts Holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to comply the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise registered pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, granted to the Shares although permitted to do so pursuant to Rule 144(kRegistered Holder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least six (or registration 6) months from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Registered Holder hereby represents, warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Registered Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Registered Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Registered Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Registered Holder of the registration rights, until all applicable conditions if any, previously granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Registered Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with all the Securities and Exchange Commission (the “SEC”) under the Act, covering the disposition or sale of this Warrant or the Warrant Shares issued or issuable upon exercise hereof, as the case may be, and registration or qualification under applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall Holder will not be obligated sell, transfer, pledge, or hypothecate any or all such Warrants or Warrant Shares, as the case may be, unless either (a) the Company has received an opinion of counsel, in form and substance reasonably satisfactory to issue any restricted the Company, to the effect that such registration is not required in connection with such disposition, or unrestricted common stock or other (b) the sale of such securities is made pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act Act. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to i) it is an “affiliateaccredited investor” as defined in Rule 501 of Regulation D promulgated under the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws Act; (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable ii) any Warrant Shares shall be subject to similar stop transfer instructions). The Employee acknowledges acquired for investment only and understands not with a view to, or for sale in connection with, any distribution thereof; (iii) that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes Holder has had such opportunity as such Holder has deemed adequate to sell the Transferable Shares or other conditions under Rule 144 which are required obtain from representatives of the Corporation. If so, Company such information as is necessary to permit the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; (iv) that the Holder is able to bear the economic risk of his or her investment holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; (v) that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Act (unless otherwise required pursuant to exercise by the Holder of the registration rights, if any, previously granted to the registered the Holder) and will be “restricted securities” within the meaning of Rule 144 under the Act and that the exemption from registration under Rule 144 will not be available until the applicable holding period has been satisfied and unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (vi) that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant may have affixed thereto a legend substantially in the Sharesfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. The Employee agrees not legend set forth above shall be removed and the Company shall issue a certificate without such legend to make, without the prior written consent holder of the CorporationWarrant Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at DTC, any public offering if (A) such Warrant Shares are sold or sale of the Shares although permitted to do so transferred pursuant to Rule 144(k144 (assuming the transferor is not an Affiliate of the Company (as defined below)), (B) promulgated such Warrant Shares are eligible for sale under the 1933 ActRule 144 free from any volume or other restrictions, until all or (C) if such legend is not required under applicable conditions and requirements of Rule 144 the Act (or registration of including controlling judicial interpretations and pronouncements issued by the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSEC).

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise registered pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to SECTION 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee it is an “affiliateaccredited investor” of the Corporation, as that term is defined under Rule 501 of Regulation D, that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in Rule 144 under connection with, any distribution thereof, that the 1933 Act (“Rule 144”), Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof may not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be “restricted securities” within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Registered Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to comply with all applicable federal and distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws; provided, however, notwithstanding any other provision laws and no transfer of this Agreement, the Corporation shall not be obligated to issue Warrant or any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as EXHIBIT B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after the registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: "The securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended, or the securities laws of any state (collectively, the “1933 Act”"Acts"). If Employee is Neither the shares nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of in the absence of an “affiliate” effective registration statement with respect to the shares under all of the Corporationapplicable Acts, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued or an opinion of counsel satisfactory to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior Tarrant Apparel Group to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire effect that such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees registrations are not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedrequired."

Compliance with Securities Laws. The Corporation shall make reasonable efforts to Purchaser will observe and comply with all applicable federal the Securities Act and state securities laws; providedthe rules and regulations promulgated thereunder, howeveras now in effect and as from time to time amended, notwithstanding in connection with any offer, sale, pledge, transfer or other provision disposition of this the Shares. In furtherance of the foregoing, and in addition to the restrictions contained herein or in the Registration Rights Agreement, the Corporation shall Purchaser will not be obligated offer to issue any restricted sell, exchange, transfer, pledge, or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation otherwise dispose of any of the Shares unless at such law. It time at least one of the following is intended that Transferable Shares shall be registered satisfied: (i) a registration statement under the Securities Act of 1933 (covering the “1933 Act”). If Employee is an “affiliate” Shares proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the Corporationproposed sale, as that term is defined in Rule 144 transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and shall then be effective under the 1933 Act Securities Act; (“ii) such transaction shall be permitted pursuant to the provisions of Rule 144”); (iii) counsel representing the Purchaser, such Employee satisfactory to the Company, shall have advised the Company in a written opinion letter reasonably satisfactory to the Company and its counsel, and upon which the Company and its counsel may not sell rely, that no registration under the Transferable Shares except Securities Act would be required in compliance connection with Rule 144. Any certificates representing Transferable Shares issued to the proposed sale, transfer or other disposition; or (iv) an “affiliate” authorized representative of the Corporation may bear SEC shall have rendered written advice to the Purchaser (sought by the Purchaser or counsel to the Purchaser, with a legend setting forth such restrictions on copy thereof and of all other related communications delivered to the disposition Company) to the effect that the SEC would take no action, or transfer that the staff of the Transferable Shares as SEC would not recommend that the Corporation deems appropriate SEC take action, with respect to comply with federal and state securities laws (and the proposed sale, transfer or other disposition if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions)consummated. The Employee acknowledges and understands that Purchaser is aware of the Corporation may not be satisfying the current public information requirement provisions of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 ActSecurities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, until all applicable conditions including the requirement that the Shares be held for a minimum of one (1) year and requirements in certain cases two (2) years, after they have been purchased and paid for within the meaning of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied144.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Upon becoming a Selected Dealer, and in purchasing and reoffering the Units, you agree to comply with all applicable federal and requirements of the Securities Act of 1933, as amended (the 111933 Act") , the 1934 Act, any applicable state securities or "Blue Sky" laws; provided, howeverand the Rules of Fair Practice of the NASD, notwithstanding including, but not limited to, Article III, Section I thereof, and the interpretations of said section promulgated by the Board of Governors of such Association, including an Interpretation with respect to free-riding and withholding dated November 1, 1970, and as thereafter amended, and including information concerning the Board of Governor's Interpretation thereof dated March 2, 1979, to NASD members. You also agree to comply with Sections 8, 24, 25 and 36 of Article III of the Rules of Fair Practice of the NASD. You also agree to comply with all requirements of Rules 2730, 2740, 2420, and 2750 of the NASD Conduct Rules. Upon application, you will be informed as to the states in which we have been advised by counsel to the Company or counsel to the Underwriter that the Units have been qualified for sale under the respective securities or Blue Sky Laws of such states, but we assume no obligation or responsibility as to the right of any other provision Selected Dealer to sell the Units in any state or as to any sale therein. By acceptance of this Agreement, you represent that you are a member in good standing of the Corporation shall not NASD. By acceptance of this Agreement, each Selected Dealer has assumed full responsibility for thorough and prior training of its representatives concerning the selling methods to be obligated used in connection with the offer and sale of the Units, giving special emphasis to issue the NASD's principles of full and fair disclosure to prospective investors, suitability standards and the prohibitions against "Free-Riding and Withholding." . Each Selected Dealer agrees to indemnify and hold harmless the Underwriter, the Company and the other Selected Dealers against and from any restricted liability, loss, damage, or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation expense arising out of any such law. It is intended that Transferable Shares shall be registered under failure by the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate Selected Dealer to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all the 1934 Act, applicable conditions securities laws of any state, the rules and requirements of Rule 144 (or registration regulations of the shares Securities and Exchange Commission and the Rules of common stock issued pursuant Fair Practice of the NASD, due to this Agreement any act of omission by the Selected Dealer. By submitting an offer to purchase you confirm that you may, in accordance with Rule 15c3-1 adopted under the 0000 Xxx) and 1934 Act, agree to purchase the number of Units you may become obligated to purchase under the provisions of this Agreement have been satisfiedAgreement.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 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 TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal This Warrant and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall Shares have not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be been registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee is an “affiliate” , or qualified under the securities laws of the Corporation, as that term is defined in Rule 144 under several states of the 1933 Act United States (“Rule 144State Laws”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands Holder is aware that the Corporation issuance of this Warrant and the issuance of the Shares are being made in reliance on Regulation S under the Act. This Warrant and the Shares have been purchased for investment and not with a view to distribution or resale, and may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes assigned, sold or made subject to sell the Transferable a security interest, pledged, hypothecated, or otherwise transferred without an effective registration statement for such Warrant or Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) Act and qualification under State Laws, pursuant to an exemption from registration and qualification, or an opinion of said Rule has been satisfied. Prior counsel satisfactory to the Employee's acquisition Company that such registration and qualification are not required. Any Shares issued upon the exercise of this Warrant (unless pursuant to an effective registration statement under the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to Act) shall bear the economic risk of his or her investment in the Sharesfollowing legend: THIS SECURITY HAS NOT BEEN AND WILL NOT REREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. The Employee agrees not to makeTHE HOLDER HEREOF, without the prior written consent of the CorporationBY PURCHASING THIS SECURITY, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(kAGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED BY SUCH HOLDER PRIOR TO THE LATER OF (X) promulgated under the 1933 ActSIX MONTHS FOLLOWING THE ISSUANCE HEREOF OR (Y) IF APPLICABLE, until all applicable conditions and requirements of Rule 144 THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE, OTHER THAN (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx1) and this Agreement have been satisfiedTO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A NON-U.S. PERSON, AND ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Holder, by accepting this Warrant, represents to comply the Company that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for its own account for investment purposes only and not with all applicable federal a view to distribution or resale, and state securities laws; providedthat Holder will not offer, howeversell, notwithstanding any other provision or otherwise dispose of this Agreement, the Corporation shall Warrant or any Warrant Shares except under circumstances that will not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation1933, as that term is defined in Rule 144 amended ("Act"), or any state or other securities laws. This Warrant, any Warrant subsequently issued to Holder, and all certificates representing the Warrant Shares issued hereunder (unless registered under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance and any applicable state or other securities law) shall be stamped or imprinted with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on in substantially the disposition or transfer following form: [THIS WARRANT HAS] [THE SHARES EVIDENCED HEREBY HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO OPTICARE HEALTH SYSTEMS, INC., THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS. In addition, in connection with the issuance of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basisthis Warrant, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior Xxxxxx specifically represents to the Employee's acquisition Company by acceptance of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters this Warrant as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.follows:

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply Holder acknowledges and agrees that: (i) this Warrant and any shares of Warrant Stock which may be acquired upon exercise hereof are being or will be acquired for investment purposes and not with all a view toward the distribution or sale thereof, (ii) this Warrant and the Warrant Stock will not be registered under either federal or applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not laws and must be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be held indefinitely unless subsequently registered under the Securities Act of 1933 or an exemption from such registration is available, (iii) investment in the “1933 Act”). If Employee Company is an “affiliate” of the Corporationhighly speculative, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Ruleiv) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee he has such knowledge and experience in financial and business matters as to make the Employee be capable of utilizing said information to evaluate evaluating the merits and risks of the prospective his investment and to make an informed investment decision. The Employee is able has the ability to bear the economic risks (including the risk of a total loss) of his investment, (v) he has had the opportunity to ask questions of the Company concerning the Company's business and assets and to obtain any additional information which he considered necessary to verify the accuracy or her to amplify the Company's disclosures with respect to his investment and has had all such questions answered to his satisfaction and (vi) the Company will be relying upon the foregoing investment representations in agreeing to issue this Warrant and the SharesWarrant Stock to the Holder. The Employee agrees not to make, without Holder acknowledges that the prior written consent transferability of the Corporation, Warrant and of any public offering or sale of the Shares although permitted Warrant Stock will be subject to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until restrictions imposed by all applicable conditions federal and requirements state securities laws and agrees that the certificates evidencing the Warrant Stock shall be stamped or imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. The restrictions imposed by this Section 6 upon the transfer of Rule 144 (this Warrant or registration of the shares of common stock issued Warrant Stock to be purchased upon exercise hereof shall terminate (i) when such securities shall have been resold pursuant to this Agreement an effective registration statement under the 0000 XxxSecurities Act, (ii) upon the Company’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Company, addressed to the Company to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws or (iii) upon the Company’s receipt of other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required. Whenever such restrictions shall cease and terminate as to any such securities, the Holder thereof shall be entitled to receive from the Company (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legend required by this Agreement have been satisfiedSection 6 as set forth above relating to the Securities Act and state securities laws.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Notwithstanding anything herein to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreementthe contrary, the Corporation Option shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if exercisable by the issuance thereof would result in Optionee unless (a) a violation of any such law. It is intended that Transferable Shares shall be registered Registration Statement under the Securities Act of 1933 1933, as amended (the “1933 "Securities Act”). If Employee ") with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise or (b) there is an “affiliate” exemption from registration under the Securities Act for the issuance of the Corporationshares of Common Stock upon such exercise. The Optionee hereby represents and warrants to the Company that, unless such a Registration Statement is effective and current at the time of exercise of the Option, the shares of Common Stock to be issued upon the exercise of the Option will be acquired by the Optionee for his own account, for investment only and not with a view to the resale or distribution thereof. In any event, the Optionee shall notify the Company of any proposed resale of the shares of Common Stock issued to him upon exercise of the Option. Any subsequent resale or distribution of shares of Common Stock by the Optionee shall be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the sale of shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, the Optionee shall, prior to any offer of sale or sale of such shares of Common Stock, provide the Company (unless waived by the Company) with a favorable written opinion of counsel, in form and substance satisfactory to the Company, as that term is defined in Rule 144 to the applicability of such exemption to the proposed sale or distribution. Such representations and warranties shall also be deemed to be made by the Optionee upon each exercise of the Option. Nothing herein shall be construed as requiring the Company to register the shares subject to the Option under the 1933 Act (“Rule 144”), such Employee may not sell Securities Act. The Optionee represents and agrees that he will comply with all applicable laws relating to this Contract and the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” grant and exercise of the Corporation may bear a legend setting forth such restrictions on Option and the disposition or transfer of the Transferable Shares as shares of Common Stock acquired upon exercise of the Corporation deems appropriate to comply with Option, including without limitation, federal and state securities laws (and "blue sky" laws. Notwithstanding anything herein to the contrary, if at any time the Transferable Shares are evidenced on a noncertificated basisCommittee shall determine, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands in its discretion, that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares listing or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration qualification of the shares of common stock issued pursuant Common Stock subject to this Agreement the Option on any securities exchange or under any applicable law, or the 0000 Xxx) and this Agreement consent or approval of any governmental regulatory body, is necessary or desirable as a condition to, or in connection with, the issuance of shares of Common Stock hereunder, the Option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been satisfiedeffected or obtained free of any conditions not acceptable to the Committee.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply Warrantholder acknowledges and agrees that: (i) this Warrant and any Shares that may be acquired upon exercise hereof are being or will be acquired for investment purposes and not with all a view toward the distribution or sale thereof; (ii) this Warrant and the Shares will not be registered under either federal or applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not laws and must be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be held indefinitely unless subsequently registered under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”). If Employee , or an exemption from such registration is an “affiliate” of available; (iii) investment in the Corporation, as that term Company is defined in Rule 144 under the 1933 Act highly speculative; (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Ruleiv) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee it has such knowledge and experience in financial and business matters as to make the Employee be capable of utilizing said information to evaluate evaluating the merits and risks of the prospective his investment and to make an informed investment decision. The Employee is able has the ability to bear the economic risks (including the risk of his a total loss) of its investment; (v) it has had the opportunity to ask questions of the Company concerning the Company’s business and assets and to obtain any additional information that it considered necessary to verify the accuracy or her to amplify the Company’s disclosures with respect to its investment and has had all such questions answered to its satisfaction; and (vi) the Company will be relying upon the foregoing investment representations in agreeing to issue this Warrant and the Shares to the Warrantholder. The Warrantholder acknowledges that the transferability of the Warrant and of any Shares will be subject to restrictions imposed by all applicable federal and state securities laws and agrees that the certificates evidencing the Shares shall be stamped or imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. The restrictions imposed by this Section 8 upon the transfer of this Warrant or Shares to be purchased upon exercise hereof shall terminate: (i) when such securities shall have been resold pursuant to an effective registration statement under the Securities Act; (ii) upon the Company’s receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Company, addressed to the Company, to the effect that such restrictions are no longer required to ensure compliance with the Securities Act and state securities laws; or (iii) upon the Company’s receipt of other evidence reasonably satisfactory to the Company that such registration and qualification under the Securities Act and state securities laws are not required. Whenever such restrictions shall cease and terminate as to any such securities, the holder thereof shall be entitled to receive from the Company (or its transfer agent and registrar), without expense (other than applicable transfer taxes, if any), new Warrant Certificates (or, in the case of Shares. The Employee agrees , new certificates) of like tenor not bearing the applicable legend required by this Section 8 as set forth above relating to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions Securities Act and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedstate securities laws.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common stock or other securities pursuant to Warrant Share purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof in the Securities Act of 1933 (United States; that the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his or her investment in holding such Warrant Shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the Warrant Shares acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kHolder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) Securities Act; and that all share certificates representing Warrant Shares issued to the Holder upon exercise of this Agreement Warrant may have been satisfiedaffixed thereto a legend substantially in the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES 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. INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SHARES 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply (a) Securities may only be disposed of in compliance with all applicable state and federal and state securities laws; provided. In connection with any transfer of the Securities, howeverother than pursuant to an effective registration statement, notwithstanding any other provision pursuant to Rule 144, or to the Company, to an Affiliate of this Agreementan Investor or in connection with a pledge as contemplated in Section 4.1(b), the Corporation Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the substance of which opinion shall be reasonably acceptable to the Company, to the effect that such transfer does not be obligated require registration of such transferred Securities under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to issue any restricted or unrestricted common stock or other securities pursuant and agrees to this Agreement if register on the issuance thereof would result in a violation books of the Company and with its transfer agent, without any such law. It legal opinion, any transfer of Securities by an Investor to an Affiliate of such Investor, provided that the transferee certifies to the Company that it is intended that Transferable Shares shall be registered an “accredited investor” as defined in Rule 501(a) under the Securities Act and provided that such Affiliate does not request any removal of 1933 any existing legends on any certificate evidencing the Securities. Certificates evidencing the Securities will contain the following legend, until such time as they are not required under Section 4.1(c): THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the THE “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144SECURITIES ACT”), such Employee AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that an Investor may not sell the Transferable Shares except from time to time pledge, and/or grant a security interest in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” some or all of the Corporation Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may bear transfer pledged or secured Securities to the pledgees or secured parties. Such a legend setting forth pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such restrictions on legal opinion may be required in connection with a subsequent transfer following default by the disposition Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Transferable Shares Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Except as otherwise provided in Section 4.1(c), any Securities subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the Corporation deems appropriate to comply with federal legend set forth in this Section 4.1(b) and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop the restrictions on transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Ruleset forth in Section 4.1(a) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 Act, until all applicable conditions Act and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act (or unless otherwise required pursuant to exercise by the Holder of registration rights, if any, previously granted to such Holder) and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Registered Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to comply with all applicable federal and distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws; provided, however, notwithstanding any other provision laws and no transfer of this Agreement, the Corporation shall not be obligated to issue Warrant or any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as EXHIBIT B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after the registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: "The securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended, or the securities laws of any state (collectively, the “1933 Act”"Acts"). If Employee is Neither the shares nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of in the absence of an “affiliate” effective registration statement with respect to the shares under all of the Corporationapplicable Acts, as or an opinion of counsel satisfactory to the Company to the effect that term is defined in Rule 144 under such registrations are not required." Any purported transfer of the 1933 Act (“Rule 144”), such Employee may Warrant or Warrant Shares not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the provisions of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares this section shall be null and void. Stop transfer instructions have been or will be imposed with respect to the Warrant Shares so as to restrict resale or other transfer thereof, subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSection 2.7.

Compliance with Securities Laws. The Corporation To the extent that (i) the Investors and the Company do not exercise their rights under Section 2 or Section 3 with respect to any portion of the Offered Shares, and the transferring Holder intends to sell, assign, transfer or otherwise dispose of any Final Remaining Shares to the Purchaser, or (ii) the transferring Holder intends to effect a permitted transfer in accordance with Section 5 herein, then prior to any such proposed transfer or disposition of such Offered Shares, the holder or holders thereof shall make reasonable efforts provide the notice described in Section 2, and each such notice shall, if requested by the Company, be accompanied by an opinion of counsel satisfactory to comply with all the Company to the effect that the proposed transfer may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act’) and any applicable federal and state securities laws, whereupon, subject to any other restrictions on transfer contained herein, the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice; provided, however, notwithstanding that no such opinion of counsel shall be required for (i) a transfer to one or more stockholders, partners or members of the transferor (in the case of a transferor that is a corporation, partnership or a limited liability company, respectively), (ii) a transfer to an affiliated corporation (in the case of a transferor that is a corporation) or (iii) a transfer to any Affiliate (as defined below) of any holder; provided, further, however, that any transferee other provision than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Stock held by any Holder and transferred as above provided shall bear the legends in substantially the form set forth in Section 14. For purposes of this AgreementSection 4, an “Affiliate” of any person means a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned person. A person shall be deemed to control another person if such first person possesses, directly or indirectly, the Corporation shall not be obligated power to issue any restricted direct, or unrestricted common stock or other securities pursuant to this Agreement if cause the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under direction of, the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” management and policies of the Corporationsecond person, as that term whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, with respect to an Investor, Affiliate shall also include any person or entity which, directly or indirectly, controls, is defined in Rule 144 controlled by or is under common control with such Investor, including, without limitation, any general partner, officer or director of such Investor and any fund now or hereafter existing which is controlled by one or more general partners of, or shares the 1933 Act (“Rule 144”)same management company as, such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedInvestor.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to comply the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, Warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee he is an “affiliateaccredited investor” of the Corporation, as that term is defined under Rule 501 of Regulation D, that any shares of stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to, or for sale in Rule 144 under connection with, any distribution thereof, that the 1933 Act (“Rule 144”), Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 Act, until ; and that all applicable conditions and requirements of Rule 144 (or registration of the stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares the shares of Common Stock underlying the PSUs shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee the Participant is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee the Participant may not sell the Transferable Shares shares of Common Stock except in compliance with Rule 144. Any certificates representing Transferable Shares shares of Common Stock issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares shares of Common Stock as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares shares of Common Stock are evidenced on a noncertificated basis, the Transferable Shares shares of Common Stock shall be subject to similar stop transfer instructions). The Employee Participant acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee Participant wishes to sell the Transferable Shares shares of Common Stock or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee Participant understands that Employee the Participant will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the RuleRule 144) of said Rule 144 has been satisfied. Prior to the Employee's Participant’s acquisition of the Transferable Sharesshares of Common Stock, the Employee Participant acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee Participant has such knowledge and experience in financial and business matters as to make the Employee Participant capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Participant is able to bear the economic risk of his or her investment in the Sharesshares of Common Stock. The Employee Participant agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares shares of Common Stock although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock Common Stock issued pursuant to this Agreement under the 0000 Xxx1933 Act) and this Agreement have been satisfied. The Participant further agrees hereby that, as a condition to the issuance of shares upon settlement of the PSUs, the Participant will enter into and perform any underwriter’s lock-up agreement requested by the Company from time to time in connection with public offerings of the Company’s securities.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant are not be registered under the 1933 Act, until all applicable conditions Securities Act and requirements are "restricted securities" within the meaning of Rule 144 (or under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least six months from the date of the exercise of this Warrant and even then may not be available unless other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee he/she/it is an “affiliateaccredited investor” of the Corporation, as that term is defined under Rule 501 of Regulation D, that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in Rule 144 under connection with, any distribution thereof, that the 1933 Act (“Rule 144”), Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof may not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be “restricted securities” within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Shares to comply with all applicable federal be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon exercised hereof except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Shares so purchased are being acquired solely for the Holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale; provided, however, notwithstanding any that the Holder shall be able to transfer such Warrant or Shares (x) as provided in subparagraph (b) above and (y) in such other provision of this Agreement, the Corporation shall not transactions as may be obligated to issue any restricted or unrestricted common stock or other securities effected without registration pursuant to this Agreement if the issuance thereof would result in a violation of Act or qualification pursuant to any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and relevant state securities laws (and if shall confirm such other matters related thereto as may be reasonably requested by the Transferable Company. This Warrant and all Shares are evidenced on a noncertificated basis, the Transferable Shares issued upon exercise hereof or conversion thereof shall be subject to similar stop transfer instructionsstamped or imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Representations and Warranties by the Holder. The Employee acknowledges Holder represents and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior warrants to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters Company as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.follows:

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's ’s acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Each of the Company and Creation Capital agrees to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, conduct the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result Offering in a violation manner intended to qualify for the exemption from the registration requirements of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Securities Act”), available pursuant to Regulation D thereunder. If Employee is an “affiliate” Each of the CorporationCompany and Creation Capital agrees to limit offers to sell, as that term is defined and solicitations of offers to buy, the Stock in connection with the Offering to persons reasonably believed by it to be “accredited investors” within the meaning of Rule 144 501(a) under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144Securities Act. Any certificates representing Transferable Shares issued to an “affiliate” Each of the Corporation may bear a legend setting forth such restrictions on Company and Creation Capital agrees that it will not engage in any form of general solicitation or general advertising in connection with the disposition or transfer Offering within the meaning of Rule 502(c) under the Securities Act. Each of the Transferable Shares as Company and Creation Capital agrees to conduct the Corporation deems appropriate Offering in a manner intended to comply with federal the registration or qualification requirements, or available exemptions therefrom, under applicable state “blue sky” laws and state applicable securities laws (of other jurisdictions in which the Company and Creation Capital agree that offers and sales will be made. None of the Company, Creation Capital nor any person acting on their respective behalf has, prior to the date hereof, taken any action which, if taken after the Transferable Shares are evidenced on date hereof, would constitute a noncertificated basis, violation of the Transferable Shares preceding four sentences. The Company shall be subject responsible for compliance with the filing requirements of the securities laws of states and other jurisdictions and in that respect shall provide to similar stop transfer instructions)Creation Capital a “blue sky” memorandum and shall make all filings and take all other actions as are required in connection with compliance with such laws. The Employee acknowledges and understands that Company will not, for a period of six (6) months following the Corporation may not be satisfying final closing date under the current public information requirement Offering, offer for sale or sell securities in a transaction the primary purpose of Rule 144 at which is to raise capital for the time Company unless, in the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required opinion of the Corporation. If soCompany’s legal counsel, concurred with by Creation Capital’s legal counsel, such offer or sale does not jeopardize the Employee understands that Employee will be precluded availability of exemptions from selling the registration and the qualification requirements under applicable federal securities laws, state “blue sky” laws or the securities under Rule 144 even if the one-year holding period (or laws of any modification thereof under the Rule) of said Rule has been satisfied. Prior other jurisdiction with respect to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedOffering.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, upon each exercise hereof, the Corporation shall not be obligated to issue Holder represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for the Securities Act account of 1933 (the “1933 Act”). If Employee Holder and not with a view to, or for sale in connection with, any distribution thereof; that the Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; that the Holder is an “affiliate” of the Corporation, "accredited investor" as that such term is defined in Rule 144 501 of Regulation D under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands Securities Act; that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise registered pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, granted to the Shares although permitted to do so pursuant to Rule 144(kRegistered Holder) promulgated under and will be "restricted securities" within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or registration under the Securities Act and will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of the Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of registration rights, until all applicable conditions if any, previously granted to the registered Holder) and requirements will be “restricted securities” within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this Option Agreement, the Corporation shall Optionee hereby represents, warrants and covenants that (a) (i) by reason of Optionee’s business or financial experience (or the the business or financial experience of Optionee’s professional advisors who are unaffiliated with and who are not be obligated compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), Optionee has the capacity to issue any restricted protect his own interests in connection with the transactions contemplated by this Option Agreement or unrestricted common stock or other securities pursuant to this Agreement if (ii) Optionee is an “accredited investor” within the issuance thereof would result in a violation meaning of any such law. It is intended that Transferable Shares shall be registered Rule 501 of Regulation D, promulgated under the Securities Act Act; (b) any shares of 1933 (the “1933 Act”). If Employee is an “affiliate” stock purchased upon exercise of the CorporationOption shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; (c) the Optionee has had such opportunity as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued Optionee has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Optionee to evaluate the merits and risks of his investment in the prospective investment and to make an informed investment decision. The Employee Company; (d) the Optionee is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees not to make, without the prior written consent exercise of the Corporation, any public offering or sale Option for an indefinite period; (e) the Optionee understands that the shares of stock acquired pursuant to the exercise of the Shares although permitted to do so Option will not be registered under the Securities Act (unless otherwise required pursuant to Rule 144(kexercise by the Optionee of the registration rights, if any, granted to the Registered Optionee) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of the Option, subject to any special treatment by the SEC for exercise of the Option pursuant to Section 2.3, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (f) all stock certificates representing shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement Optionee upon exercise of the Option or upon conversion of such shares may have been satisfiedaffixed thereto a legend substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 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 TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal Lender hereby represents, warrants and state securities laws; providedcovenants that (1) the Note, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant and Warrant Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution (within the meaning of the Securities Act of 1933 1933, as amended (the “1933 "Securities Act”"). If Employee is an “affiliate” , and rules, regulations and interpretations thereunder and thereof) thereof; (2) the Lender has had such opportunity as the Lender has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Lender to evaluate the merits and risks of its loan to the prospective Company and any investment and to make an informed investment decision. The Employee in the Company; (3) the Lender is able to bear the economic risk of his holding the Note, Warrant and Warrant Shares for an indefinite period; and (4) the Lender understands that (i) the Note and Warrant will not be registered under the Securities Act, (ii) the Warrant Shares will not be registered under the Securities Act unless and until the Lender's rights under the Warrant are exercised in accordance with the terms thereof, and until such registration is effected, (iii) the Note, Warrant and Warrant Shares will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and (iv) the exemption from registration under Rule 144 will not be available for at least one year from the date of purchase of the Note and Warrant or her investment in exercise of the SharesWarrant, as the case may be, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with. The Employee agrees Company acknowledges that a transfer of the Note or a fractional portion of the Note to one or more of the partners who comprise the Lender as a distribution without consideration (whether upon liquidation of Lender or a withdrawal of capital by such a partner in accordance with Lender's agreement of limited partnership) will not to make, without require any registration of the prior written Note or any consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedCompany.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Holder, by accepting this Warrant, represents to comply the Company that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired for its own account for investment purposes only and not with all applicable federal a view to distribution or resale, and that Holder will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Act”), or any state or other securities laws; provided, however, notwithstanding any other provision that the Holder shall retain the sole right to determine to sell or transfer this Warrant or the Warrant Shares, subject to compliance with all restrictions imposed by (i) the terms of this Warrant, (ii) the terms of the Registration Rights Agreement, dated of even date herewith, by and among the Corporation shall not be obligated to issue Company and the Holders set forth therein (the “Rights Agreement”), and (iii) the Act and any restricted or unrestricted common stock applicable state or other securities pursuant laws. This Warrant, any Warrant subsequently issued to this Agreement if Holder, and all certificates representing the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be issued hereunder (unless registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance and any applicable state or other securities law) shall be stamped or imprinted with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on in substantially the disposition or transfer following form: [THIS WARRANT HAS] [THE SECURITIES EVIDENCED HEREBY HAVE] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR ASSIGNED EXCEPT (i) PURSUANT TO REGISTRATIONS THEREOF UNDER SUCH LAWS, OR (ii) IF, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO ENDOCYTE, INC. THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATIONS. In addition, in connection with the issuance of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basisthis Warrant, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior Holder specifically represents to the Employee's acquisition Company by acceptance of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters this Warrant as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.follows: US.113433675.11

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (Holder has had such opportunity as the “1933 Act”). If Employee is an “affiliate” Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares of Warrant Stock for an indefinite period; that the Shares. The Employee agrees Holder understands that shares of Warrant Stock will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale if any, previously granted to the Holder) and will be "restricted securities" within the meaning of the Shares although permitted to do so pursuant to Rule 144(k) 144 promulgated under the 1933 ActSecurities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, until all applicable subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 3.3, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions and requirements of Rule 144 (or registration of the are complied with; and that all stock certificates representing shares of common stock issued pursuant to this Agreement under Warrant Stock may have affixed thereto a legend substantially in the 0000 Xxxfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) and this Agreement have been satisfiedTHE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Holder represents and warrants to comply the Company that it (a) is acquiring this Warrant (including the underlying Warrant Shares into which this Warrant may be exercised) for its own account for investment purposes only and not with all applicable federal and state securities laws; provideda view to a distribution thereof, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee b) is an “affiliateaccredited investor” of the Corporation, as that such term is defined in Rule 144 501(a) under the 1933 Act Securities Act, and (c) understands that this Warrant and the underlying Warrant Shares will, upon purchase, be characterized as “Rule 144restricted securities” under state and federal securities laws and that under such laws and applicable regulations this Warrant and the underlying Warrant Shares may be resold without registration under such laws only in certain limited circumstances. The Holder agrees that it will not sell, convey, transfer or dispose of this Warrant or the underlying Warrant Shares which the Holder may acquire upon the exercise of this Warrant, unless such transaction is made pursuant to Section 4(a) hereof. This Warrant and all Warrant Shares (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: “THIS SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basisOR ANY STATE SECURITIES LAW, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If soAND MAY NOT BE OFFERED FOR SALE, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable SharesSOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to makeOR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSALE OR TRANSFER.”

Compliance with Securities Laws. (i) The Corporation Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the shares of Warrant Stock to be issued upon exercise hereof are being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement, or an exemption from registration, under the Securities Act and any applicable state securities laws. (ii) Except as provided in paragraph (iii) below, this Warrant and all certificates representing shares of Warrant Stock issued upon exercise hereof shall make reasonable efforts be stamped or imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. (iii) The restrictions imposed by this subsection (e) upon the transfer of this Warrant and the shares of Warrant Stock to comply be purchased upon exercise hereof shall terminate (A) when such securities shall have been effectively registered under the Securities Act, (B) upon the Issuer's receipt of an opinion of counsel, in form and substance reasonably satisfactory to the Issuer, addressed to the Issuer to the effect that such restrictions are no longer required to ensure compliance with all the Securities Act or (C) upon the Issuer's receipt of other evidence reasonably satisfactory to the Issuer that such registration is not required. Whenever such restrictions shall cease and terminate as to any such securities, the Holder thereof shall be entitled to receive from the Issuer (or its transfer agent and registrar), without expense (other than applicable federal transfer taxes, if any), new Warrants (or, in the case of shares of Warrant Stock, new stock certificates) of like tenor not bearing the applicable legends required by paragraph (ii) above relating to the Securities Act and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”f). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Employee acknowledges that he currently is and, after the Employment Termination Date, he will continue to comply with be subject to all applicable federal laws, rules and state securities laws; providedregulations governing the sale or purchase of securities, however, notwithstanding any other provision of this Agreement, the Corporation shall including but not be obligated limited to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 33 Act”). If Employee is an ) and the Securities Exchange Act of 1934 (the “affiliate” 34 Act”) with respect to shares of the Corporationcommon stock of the Company. Accordingly, Employee agrees that, for so long as he holds at least ten percent (10%) of the outstanding capital stock of the Company, he will not trade in Company securities if he is in possession of any material, non-public information with respect to the Company. Additionally, Employee agrees that, through the Employment Termination Date, he (a) will comply with all Company policies pertaining to or limiting the sale of Company securities, including but not limited to any trading windows, and (b) will notify the Company’s Chief Financial Officer at least three (3) business days prior to executing any trade of Company securities. Provided that term is defined in Rule 144 under the 1933 Employee has complied with the requirements of subparagraph (b) of the immediately preceding sentence, through the Employment Termination Date, the Company agrees that it shall prepare and submit to the United States Securities and Exchange Commission, on the Employee’s behalf, any filings required pursuant to Sections 13(d) and 16 of the 34 Act and the rules and regulations promulgated thereunder. Employee hereby acknowledges that, after the Employment Termination Date, he shall be solely responsible for preparing and submitting to the United States Securities and Exchange Commission any filings required pursuant to Sections 13 (“Rule 144”)d) and 16 of the 34 Act and the rules and regulations promulgated thereunder, and Employee represents to the Company that all such Employee may not sell the Transferable Shares except filings shall be in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the requirements of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 34 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Registered Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that such Registered Holder is acquiring the Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to comply with all applicable federal and distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws; provided, however, notwithstanding any other provision laws and no transfer of this Agreement, the Corporation shall not be obligated to issue Warrant or any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required after the registration for resale of the Warrant Shares has become effective. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933 (the “1933 Act”). If Employee 1933, as amended, and may not be sold, transferred, assigned, or hypothecated unless there is an “affiliate” effective registration statement under such act covering such securities, the sale is made in accordance with Rule 144, or the Company received an opinion of counsel for the holder of these securities reasonably satisfactory to the Company, stating that such sale, transfer, assignment, or hypothecation is exempt from the registration and prospectus delivery requirements of such act." Any purported transfer of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may Warrant or Warrant Shares not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the provisions of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares this section shall be null and void. Stop transfer instructions have been or will be imposed with respect to the Warrant Shares so as to restrict resale or other transfer thereof, subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSection 2.7.

Compliance with Securities Laws. The Corporation shall make reasonable efforts not be required to comply sell or issue any shares under any option if the issuance of such shares shall constitute a violation by the optionee or by the Corporation of any provisions of any law or regulation of any governmental authority. In addition, in connection with all applicable federal and state securities laws; providedthe Securities Act of 1933, howeveras now in effect or hereafter amended (the "Securities Act"), notwithstanding upon exercise of any other provision of this Agreementoption, the Corporation shall not be obligated required to issue any restricted such shares unless the Board or unrestricted common stock or other securities the Committee, as the case may be, has received evidence satisfactory to it to the effect that the holder of such option will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this Agreement if connection by the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Board or the Committee, as the case may be, shall be final, binding and conclusive. In the event the shares issuable on exercise of an option are not registered under the Securities Act, the Corporation may imprint upon any certificate representing shares so issued the following legend or any other legend which counsel for the Corporation considers necessary or advisable to comply with the Securities Act and with applicable state securities laws: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (or under the “1933 Act”). If Employee is securities laws of any State and may not be sold or transferred except upon such registration or upon receipt by the Corporation of an “affiliate” of opinion counsel satisfactory to the Corporation, as in form and substance satisfactory to the Corporation, that term registration is defined not required for such sale or transfer." The Corporation may, but shall in Rule 144 under no event be obligated to, register any securities covered hereby pursuant to the 1933 Act (“Rule 144”), such Employee may not sell Securities Act; and in the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of event any shares are so registered the Corporation may bear a remove any legend setting forth on certificates representing such restrictions on shares. The Corporation shall not be obligated to take any other affirmative action in order to cause the disposition exercise of an option or transfer the issuance of the Transferable Shares as the Corporation deems appropriate shares pursuant thereto to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement any law or regulation of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedgovernmental authority.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted shares of Common Stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of Common Stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock Common Stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Holder of this Stock Purchase Warrant, by acceptance hereof, acknowledges that this Stock Purchase Warrant and the Warrant Shares to comply with all applicable federal be issued upon exercise hereof are being acquired solely for the Holder's own account and state securities laws; provided, however, notwithstanding not as a nominee for any other provision party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Agreement, the Corporation shall Stock Purchase Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of the Act or any applicable state securities laws. Holder hereby represents and warrants that such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee Holder is an “affiliate” of the Corporation, "accredited investor" as that such term is defined under Regulation D promulgated by the Securities and Exchange Commission. Upon exercise of this Stock Purchase Warrant, the Holder shall, if requested by the Company, confirm in Rule 144 under writing, in a form satisfactory to the 1933 Act (“Rule 144”)Company, such Employee may that Holder remains an accredited investor and the Warrant Shares so purchased are being acquired solely for the Holder's own account and not sell the Transferable Shares except in compliance as a nominee for any other party, for investment, and not with Rule 144a view toward distribution or resale. Any certificates representing Transferable transferee of this Stock Purchase Warrant shall represent the same as condition to such transfer and any subsequent exercise thereof. This Stock Purchase Warrant and all Warrant Shares issued to an “affiliate” of the Corporation may bear upon exercise hereof shall be stamped or imprinted with a legend setting forth such restrictions on in substantially the disposition or transfer of the Transferable Shares as the Corporation deems appropriate following form (in addition to comply with federal and any legend required by state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions)Purchase Agreement): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the CorporationSUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedCOPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Seller is acquiring all DFC Common Stock being received as a part of the Stock Consideration pursuant to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, Section 2.3 for its own account without a view to or for the Corporation shall not be obligated to issue any restricted or unrestricted common stock resale or other securities pursuant disposition thereof, except that the Seller may, by way of dividend or distribution, transfer all or any portion of such DFC Common Stock to this Agreement if the issuance thereof would result Shareholders in a violation their respective capacities as such. Neither the Seller nor any Shareholder shall offer, sell, transfer, assign, pledge or hypothecate all or any portion of any the such law. It is intended that Transferable Shares shall be DFC Common Stock unless such shares are registered under the Securities Act and applicable state securities laws or exempt therefrom. The Seller and each of 1933 (the “1933 Act”). If Employee Shareholders is an “affiliateaccredited investor,” of the Corporation, as that such term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” 501 of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof Regulation D promulgated under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee Securities Act and has such knowledge and experience in financial and business matters as to make (or the Employee Seller’s and the Shareholders’ respective professional advisors or purchaser’s representative has such financial experience) such that it is a capable of utilizing said information to evaluate evaluating the merits and risks of an investment in the prospective investment DFC Common Stock. The Seller and each of the Shareholders acknowledge that it and he and she have been given a full opportunity to examine such instruments, documents and other information and materials relating to the Purchaser as the Seller or the respective Shareholder deemed necessary or appropriate to make an informed decision relating to an acquisition of the DFC Common Stock and such securities’ suitability as an investment decisionfor the Seller or such Shareholder. The Employee is able Seller and each of the Shareholders further acknowledge that the Seller and such Shareholder have been afforded a full opportunity to bear ask questions and to obtain any additional information necessary to verify the economic risk accuracy of his or her investment any information furnished and that the Seller and such Shareholder has, in fact, asked all such questions and reviewed all such instruments, documents and other information and materials as the SharesSeller and such Shareholder has so deemed necessary and appropriate, including, without limitation, the following reports filed by DFC with the Securities and Exchange Commission: report on Form 10-K for DFC’s fiscal year ended June 30, 2004; 10-Q for each of DFC’s fiscal quarters ended September 30, 2004 and December 31, 2004; all reports on Form 8-K filed since June 30, 2004 and the final prospectus from DFC’s initial public offering. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions Seller and requirements of Rule 144 (or registration of each Shareholder acknowledges that the shares of common stock DFC Common Stock issued pursuant to as Stock Consideration under this Agreement cannot be pledged, hypothecated, sold or transferred without registration under the 0000 Xxx) Securities Act or an exemption therefrom and this Agreement have been satisfiedthat each certificate representing any such Shares shall be stamped or otherwise imprinted conspicuously with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR ANY SUCH LAW.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation Holder hereby represents, warrants and covenants that any shares of Common Stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired not be obligated to issue with a view to, or for sale in connection with, any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance distribution thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (Act; that the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of Common Stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act and will be "restricted securities" within the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, and even then may not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of Common Stock issued to the Holder upon exercise of this Warrant may have affixed thereto a legend substantially in the Sharesfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE ACT AND OTHER APPLICABLE STATE LAWS AND RULES. The Employee In addition, the Holder agrees not that the Company may place stop transfer orders with its transfer agents with respect to makesuch certificates. Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including without limitation a pledge) of Warrant Shares is registered pursuant to an effective registration statement and the prior written consent of Holder represents in writing to the CorporationCompany that such Warrant Shares have been or are being sold pursuant to such registration statement, any public offering (B) such Warrant Shares have been publicly sold pursuant to Rule 144 and the Holder has delivered to the Company customary Rule 144 broker's and seller's representation letters, or sale of the (C) such Warrant Shares although permitted to do so can be publicly sold pursuant to Rule 144(k) promulgated under the 1933 Securities Act or another exemption from the registration requirements of such Act, until all applicable conditions and requirements of Rule 144 (such Warrant Shares, as the case may be, shall be issued without any legend or registration of other restrictive language and, with respect to Warrant Shares upon which such legend is stamped, the shares of common stock issued pursuant Company shall issue new certificates without such legend to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedholder promptly upon request.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof, that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representative of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees not exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to make, without the prior written consent exercise of the Corporation, any public offering or sale Warrant will not be registered under the Act (unless otherwise required pursuant to exercise by the holder of the Shares although permitted registration rights, if any, previously granted to do so pursuant to Rule 144(kthe registered Holder) promulgated under and will be 'restricted securities" within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or under the Act and that the exemption from registration under Rule 144 currently is not available for at least two years from the date of exercise of this Warrant, subject to any special treatment by the Securities and Exchange Commissioner for exercise of the Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxxfollowing form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) and this Agreement have been satisfiedTHE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that he/she/it is an "accredited investor" as that tenn is defined under Rule 501 of Regulation D, that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof, that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Companysuch information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts As a precondition to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision the Company's execution of this AgreementAgreement and the grant of the Options hereunder, the Corporation Optionee represents to the Company that the Options are being, and (unless a Registration Statement with respect thereto shall not then be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered effective under the Securities Act of 1933 1933, as amended (the “1933 Act”"ACT"). If Employee is ) any Shares acquired by the Optionee upon exercise of an “affiliate” Option shall be, acquired by the Optionee solely for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of selling, transferring or disposing of the Corporationsame. The Optionee acknowledges and agrees that the Options may not be offered for sale, as sold, pledged, hypothecated or otherwise transferred or disposed of in any manner inconsistent with this Agreement and that term is defined in Rule 144 any Shares acquired upon exercise of the Options may not be offered for sale, sold or otherwise transferred or disposed of unless (i) a Registration Statement with respect thereto shall then be effective under the 1933 Act Act, and the Optionee shall have provided proof satisfactory to counsel for the Company that he has complied with all applicable state securities laws, or (“Rule 144”)ii) the Company shall have received an opinion of counsel in form and substance satisfactory to counsel for the Company that the proposed offer for sale, such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition sale or transfer of the Transferable Shares as is exempt from the Corporation deems appropriate to comply registration requirements of the Act and may otherwise be effected in compliance with federal and any other applicable law, including all applicable state securities laws (laws. The Optionee agrees that unless a Registration Statement with respect thereto shall then be effective under the Act, a legend to this effect may be placed on each certificate, and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation order may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes placed against his account, relating to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. In addition, each such certificate shall bear such additional legends and statements as the Company deems advisable to assure compliance with all Federal and state laws and regulations, including securities laws and regulations. The Employee agrees not Optionee confirms that the Company is relying upon his representations contained in this Section 9(b) in connection with the issuance to make, without the prior written consent him of the CorporationOptions and, upon due exercise, the Shares underlying the Options. In consideration of such issuance, the Optionee hereby indemnifies and holds harmless the Company, and the officers, directors, employees and agents thereof, from and against any and all liability, losses, damages, expenses and attorneys' fees which they may hereafter incur, suffer or be required to pay by reason of the falsity of, or his failure to comply with, any public offering representation or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to agreement contained in this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSection 9(b).

Compliance with Securities Laws. The ELC and the ELC Stockholders acknowledge that the shares of Surviving Corporation shall make reasonable efforts common stock and the GPE Common Stock to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreementbe issued to the ELC Stockholders (collectively, the Corporation shall "Transferred Shares"), the Orman Note and the Xxxxxxxxx Note, in each case at the Closing Date will not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be have been registered under the Securities Act of 1933 1933, as amended (the “1933 "Securities Act”"), or under any state securities laws, in reliance on the exemptions specified in such laws, and that such reliance is based in part upon the representations, warranties and covenants of the ELC Stockholders. If Employee The ELC Stockholders acknowledge that they understand that none of such securities have been approved or disapproved by the Securities and Exchange Commission, or by the securities regulatory authority of any state, nor have any of the foregoing authorities passed upon or endorsed the merits of the transactions contemplated by this Agreement. They further acknowledge and agree that any subsequent transfer, sale or other disposition thereof must be pursuant to an exemption from registration or pursuant to an effective registration statement thereunder. Each of the ELC Stockholders represents and warrants to GPE that (i) he is acquiring the Transferred Shares, and the Orman Note or the Xxxxxxxxx Note, as the case may be, solely for investment for his own account and not as nominee or agent or otherwise on behalf of any other person, and not with a view to or with a present intention to reoffer, resell, fractionalize, assign, grant any participating interest in, or otherwise distribute the Transferred Shares or the Orman Note or the Xxxxxxxxx Note, as the case may be, in any manner that could cause the loss of the exemption from registration under the Securities Act on which the issuing company relied, (ii) he is an “affiliate” of the Corporation, "accredited investor" as that term is defined in Rule 144 501(a) under the Securities Act of 1933 Act by virtue of having either (“Rule 144”)A) a net worth (or a joint net worth with his spouse) in excess of $1 million, such Employee may not sell the Transferable Shares except or (B) individual income in compliance excess of $200,000 (or joint net income with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” his spouse in excess of $300,000) in each of the Corporation may bear two most recent years and a legend setting forth such restrictions on reasonable expectation of reaching the disposition or transfer same income level in the current year, (iii) he has been furnished any information relating to the GPE and IEC, their business and financial condition and the Transferred Shares which he has requested and he has been afforded the opportunity to ask questions and receive answers concerning those matters and the terms and conditions of the Transferable Shares as transactions contemplated by this Agreement and to obtain any additional information which GPE or IEC possesses or can acquire without unreasonable effort or expense that is necessary to verify the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares accuracy or other conditions under Rule 144 which are required completeness of the Corporation. If soinformation provided to him, the Employee understands and that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule he also has been satisfied. Prior furnished access to the Employeeany and all other information that is material to his or a reasonable investor's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire the Transferred Shares and the Orman Note or the Xxxxxxxx Note, as the case may be. Each of the ELC Stockholders further represents, warrants and agrees that (i) no other person has any direct or indirect beneficial interest in the Transferred Securities, (ii) he is not acting as an underwriter or directly or indirectly participating in any underwriting of the Transferred Securities and the Orman Note or the Xxxxxxxx Note, as the case may be, (iii) he will not take, or cause to be taken, any action that would cause him to be an underwriter, as defined in Section 2(11) of the Securities Act, of any such securities. The Employee has such knowledge , and experience in financial (iv) he does not have any contract, undertaking, agreement, arrangement or understanding with any person which is contrary to his representations, warranties and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedagreements.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands acquired for investment only; that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2(b), and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE WARRANTS REPRESENTED HEREBY, AND ALL SHARES OF CAPITAL STOCK ISSUABLE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS REMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's ’s acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant the Holder hereby represents, warrants and covenants: (a) that any shares of stock purchased upon exercise of the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to or for sale in connection with, any distribution thereof; (b) that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; (c) that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; (d) that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of SEC Rule 144 and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any public offering or sale special treatment by the SEC for exercise of the Shares although permitted to do so this Warrant pursuant to Rule 144(k) promulgated under Section 2.2, and even then will not be available unless a public market then exists for the 1933 Actstock, until all applicable adequate information concerning the Company is then available to the public, and other terms and conditions and requirements of Rule 144 are complied with; (or registration of the e) that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 PREMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares the shares of Common Stock underlying the PSUs shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee the Participant is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee the Participant may not sell the Transferable Shares shares of Common Stock except in compliance with Rule 144. Any certificates representing Transferable Shares shares of Common Stock issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares shares of Common Stock as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares shares of Common Stock are evidenced on a noncertificated basis, the Transferable Shares shares of Common Stock shall be subject to similar stop transfer instructions). The Employee Participant acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee Participant wishes to sell the Transferable Shares shares of Common Stock or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee Participant understands that Employee the Participant will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the RuleRule 144) of said Rule 144 has been satisfied. Prior to the Employee's Participant’s acquisition of the Transferable Sharesshares of Common Stock, the Employee Participant acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee Participant has such knowledge and experience in financial and business matters as to make the Employee Participant capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Participant is able to bear the economic risk of his or her investment in the Sharesshares of Common Stock. The Employee Participant agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares shares of Common Stock although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock Common Stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied. The Participant further agrees hereby that, as a condition to the issuance of shares upon settlement of the PSUs, the Participant will enter into and perform any underwriter’s lock-up agreement requested by the Company from time to time in connection with public offerings of the Company’s securities.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal Subscriber understands and state securities laws; provided, however, notwithstanding agrees that a legend has been or will be placed on any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock certificate(s) or other document(s) evidencing the Securities in substantially the Subscription Agreement Jammin Java Corp. following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND ARE SOLD PURSUANT TO SUCH APPLICABLE REGISTRATION STATEMENT, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER." The legend set forth above shall be removed by the Company from certificates evidencing Units upon a request from the Subscriber and: (i) if a registration statement covering the resale of such security is effective under the Act, and the Subscriber sells such securities pursuant to this Agreement the registration statement, (ii) following any valid and applicable sale of such security pursuant to Rule 144, provided that the Company may request an opinion from Subscriber’s counsel as to the applicability of Rule 144 to such sale, or (iii) if the issuance thereof would result in a violation such legend is not required under applicable requirements of any such law. It is intended that Transferable Shares shall be registered under the Securities Act (including judicial interpretations and pronouncements issued by the staff of 1933 the Securities and Exchange Commission (the “1933 ActCommission”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares which determination shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience made in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedCompany counsel’s reasonable determination.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted securities purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (Holder has had such opportunity as the “1933 Act”). If Employee is an “affiliate” Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares of Warrant Stock for an indefinite period; that the Shares. The Employee agrees Holder understands that shares Warrant Stock will not to make, without be registered under the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so Securities Act (unless otherwise required pursuant to exercise by the Holder of registration rights) and will be “restricted securities” within the meaning of Rule 144(k) 144 promulgated under the 1933 ActSecurities Act and that the exemption from registration under Rule 144 will not be available unless adequate information concerning the Company is then available to the public, until all applicable and other terms and conditions and requirements of Rule 144 (or registration of the are complied with; and that all stock certificates representing shares of common stock issued pursuant to this Agreement under Warrant Stock may have affixed thereto a legend substantially in the 0000 Xxxfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) and this Agreement have been satisfiedOR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Act (unless otherwise required pursuant to make, without exercise by the prior written consent holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kregistered Holder) promulgated under and will be "restricted securities" within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or under the Act and that the exemption from registration under Rule 144 currently is not available for at least two years from the date of exercise of this Warrant, subject to any special treatment by the Securities and Exchange Commission for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxxfollowing form: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT OR UNLESS EITHER (i) and this Agreement have been satisfiedTHE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxxfollowing form: "THE ISSUANCE OF THE SHARES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") and this Agreement have been satisfied.OR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE OFFERED, SOLD, TRANSFERRED (BY MERGER OR OTHERWISE), ASSIGNED, DEVISED, EXCHANGED, GIFTED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS EXEMPT FROM REGISTRATION, AND CHICAGO BRIDGE & IRON COMPANY N.V. (THE "COMPANY") SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, TO SUCH EFFECT. THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN SHAREHOLDER AGREEMENT DATED AS OF DECEMBER 28, 2000 BETWEEN THE COMPANY AND FIRST RESERVE FUND VIII, L.P., AS AMENDED (THE "SHAREHOLDER AGREEMENT"). NO TRANSFER OF THESE SHARES WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY SHARES IF SUCH TRANSFER IS IN VIOLATION OF SUCH SHAREHOLDER AGREEMENT. A COPY OF THE SHAREHOLDER AGREEMENT IS ON FILE AT THE ADMINISTRATIVE OFFICES OF THE COMPANY IN PLAINFIELD, ILLINOIS AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH

Compliance with Securities Laws. The Corporation consummation of this Agreement and the transactions herein contemplated, including the sale of options and Common Stock (the "Securities") by the Company to Prudential as contemplated hereby, constitutes the offer and sale of securities under the Securities Act of 1933, as amended, and certain state statues. Such transactions shall make reasonable be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which Prudential acquires such Securities. In connection with reliance upon exemptions from the registration and the prospectus delivery requirements for such transactions, Prudential shall provide the Company with such representations and assurances as the Company may reasonably request. The parties shall cooperate and utilize their best efforts to comply with all document reliance on exemptions from registration under applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, . Prudential understands that the Corporation shall Securities have not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption. The Securities to be acquired upon exercise of 1933 (options by Prudential under the “1933 Act”)terms of this Agreement will be acquired for Prudential's own account, for investment, and not with the present intention of resale or distribution of all or any part of the Securities. If Employee Prudential agrees that it will refrain from transferring or otherwise disposing of any of the Securities, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof. Prudential is an “affiliate” "accredited investor" within the meaning of the Corporation, as that term is defined in Rule 144 Regulation D promulgated under the 1933 Securities Act (“Rule 144”), such Employee may not and has adequate means for providing for its current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Transferable Shares except Securities. Prudential understands that the Securities are being offered and sold in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” reliance on specific exemptions from the registration requirements of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal Federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying Company is relying upon the current public information requirement truth and accuracy of Rule 144 at the time the Employee wishes Prudential's representations, warranties, agreements, and understandings set forth herein to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employeedetermine Prudential's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision suitability to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSecurities.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise registered pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be availableunless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

Compliance with Securities Laws. The Corporation Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation Company shall not be obligated to issue any restricted or unrestricted common stock shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares the shares of Common Stock underlying the RSUs shall be registered under the Securities Act of 1933 1933, as amended (the “1933 Act”). If Employee the Grantee is an “affiliate” of the CorporationCompany, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee the Grantee may not sell the Transferable Shares shares of Common Stock except in compliance with Rule 144. Any certificates representing Transferable Shares shares of Common Stock issued to an “affiliate” of the Corporation Company may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares shares of Common Stock as the Corporation Company deems appropriate to comply with federal and state securities laws (and if the Transferable Shares shares of Common Stock are evidenced on a noncertificated non-certificated basis, the Transferable Shares shares of Common Stock shall be subject to similar stop transfer instructions). The Employee Grantee acknowledges and understands that the Corporation Company may not be satisfying the current public information requirement of Rule 144 at the time the Employee Grantee wishes to sell the Transferable Shares shares of Common Stock or other conditions under Rule 144 which are required of the CorporationCompany. If so, the Employee Grantee understands that Employee the Grantee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the RuleRule 144) of said Rule 144 has been satisfied. Prior to the Employee's Grantee’s acquisition of the Transferable Sharesshares of Common Stock, the Employee Grantee acquired sufficient information about the Corporation Company to reach an informed knowledgeable decision to acquire such securities. The Employee Grantee has such knowledge and experience in financial and business matters as to make the Employee Grantee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee Grantee is able to bear the economic risk of his or her investment in the Sharesshares of Common Stock. The Employee Grantee agrees not to make, without the prior written consent of the CorporationCompany, any public offering or sale of the Shares shares of Common Stock although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock Common Stock issued pursuant to this Agreement under the 0000 Xxx1933 Act) and this Agreement have been satisfied. The Grantee further agrees hereby that, as a condition to the issuance of shares upon settlement of the RSUs, the Grantee will enter into and perform any underwriter’s lock-up agreement requested by the Company from time to time in connection with public offerings of the Company’s securities.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted Warrant Share purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance any Common Share acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof in the Securities Act of 1933 (United States; that the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his holding such Warrant Shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the Warrant Shares acquired pursuant to the exercise of this Warrant or her investment in Ordinary Shares acquired upon conversion thereof will not be registered under the Shares. The Employee agrees not Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kHolder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) Securities Act; and that all share certificates representing Warrant Shares issued to the Holder upon exercise of this Agreement Warrant or Ordinary Shares upon conversion of such Warrant Shares may have been satisfiedaffixed thereto a legend substantially in the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES 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. INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SHARES 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common stock or other securities pursuant to shares of Common Stock purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of Common Stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock Common Stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxxfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A THIRD AMENDED AND RESTATED INVESTORS AGREEMENT, DATED AS OF JANUARY 7, 2000, AS AMENDED (THE "INVESTORS AGREEMENT") and this Agreement have been satisfiedAMONG VELOCOM INC. (THE "CORPORATION") AND CERTAIN OF THE CORPORATION'S STOCKHOLDERS. A COPY OF SUCH INVESTORS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee he/she/it is an “affiliateaccredited investor” of the Corporation, as that term is defined under Rule 501 of Regulation D, that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in Rule 144 under connection with, any distribution thereof, that the 1933 Act (“Rule 144”), Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be “restricted securities” within the meaning of Rule 144 (or under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Registered Holder hereby represents, warrants and covenants that any restricted or unrestricted common stock or other securities pursuant to Shares purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Registered Holder has had such opportunity as such Registered Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Registered Holder to evaluate the merits and risks of his investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Registered Holder is able to bear the economic risk of his or her investment in holding such Shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Registered Holder understands that the Shares acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Registered Holder of the Corporationregistration rights, any public offering or sale of if any, granted to the Shares although permitted to do so pursuant to Rule 144(kRegistered Holder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 XxxSecurities Act and that the exemption from registration under Rule 144 will not be available for at least one (1) year from the date of exercise of this Warrant, , and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all certificates representing Shares issued to the Registered Holder upon exercise of this Agreement Warrant may have been satisfiedaffixed thereto a legend substantially in the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SHARES 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 APPLICABLE STATE SECURITIES LAWS.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted Warrant Shares purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the Warrant Shares acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions previously granted to the Holder) and requirements will be "restricted securities" within the meaning of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Agreement Warrant, subject to any SEC amendment to Rule 144 and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing Warrant Shares issued to the Holder upon exercise of this Warrant or upon conversion of such Warrant Shares may have been satisfiedaffixed thereto a legend substantially in the following form (which legend the Company agrees to remove when such restrictions are no longer applicable): 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation Each Shareholder agrees that any Transfer of Equity Securities of the Company permitted hereunder and engaged in by such Shareholder shall make reasonable efforts be required to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if any securities laws of The Netherlands applicable to such transaction. At the Transferable Shares are evidenced on a noncertificated basisrequest of the Company, the Transferable Shares transferring Shareholder shall deliver to the Company an opinion of counsel, which counsel and opinion shall be subject reasonably satisfactory to similar stop transfer instructionsthe general counsel of the Company, to the effect that the Transfer satisfies this Section 4.02. Each book entry position or certificate representing Shares issued to a Shareholder shall bear a notation or legend on the reverse side thereof substantially in the following form in addition to any other legend as required by applicable law or by agreement with the Company: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUESTED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If soTHIS SECURITY MAY BE SUBJECT TO CERTAIN TERMS AND CONDITIONS SET FORTH IN A SHAREHOLDERS’ AGREEMENT, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period DATED AS OF JULY 20, 2016 (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable SharesAS MAY BE AMENDED OR RESTATED FROM TIME TO TIME), the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedA COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding Principal Shareholders acknowledge that the MedQuist Common being exchanged hereunder for Company Stock at the First Closing has not been registered under any other provision of this Agreement, Securities Law. The Principal Shareholders are each acquiring the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities MedQuist Common pursuant to this Agreement if solely for their respective accounts, for investment purposes, and not with the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered intent to distribute it to an unrelated third party, and pursuant to an exemption from registration under the Act and applicable Securities Act of 1933 (the “1933 Act”)Laws. If Employee is an “affiliate” Each of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee Principal Shareholders has such knowledge and experience in financial and business matters as to make the Employee and investments in general that makes such shareholder capable of utilizing said information to evaluate evaluating the merits and risks of the prospective investment ownership and acquisition of the MedQuist Common and has counseled with such shareholder's accountants, lawyers and other financial advisors with respect to make an informed investment decisionthis Agreement, the Merger and the transactions contemplated hereunder. The Employee is able Each of the Principal Shareholders and such shareholder's advisors has been afforded the opportunity to bear ask such questions and obtain such additional information regarding the economic risk Company as such shareholder or such shareholder's advisors have considered necessary to enable them to understand the nature of his or her this investment in the Sharesshares of MedQuist Common. Each of the Principal Shareholders and such shareholder's respective advisors are aware that MedQuist is a publicly traded corporation subject to the filing requirements of the Securities Laws and have been afforded the opportunity to review or request copies of any forms, reports and documents relating to MedQuist filed with the Securities and Exchange Commission and acknowledge receipt of MedQuist's 1998 Proxy Statement and 1997 Annual Report on Form 10-K and Form 10-Q for the quarter ended March 31, 1998 and that MedQuist and TL have complied with any request made by any Principal Shareholder. The Employee agrees not Principal Shareholders acknowledge and agree that the MedQuist Common Stock issued to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued them pursuant to this Agreement under will contain the 0000 Xxx) following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER STATE OR FEDERAL SECURITIES STATUTE. NO REOFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE UNLESS THE SHARES ARE REGISTERED UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES STATUTE, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS APPLICABLE TO SUCH TRANSACTION. The Principal Shareholders each have full power and this Agreement authority to vote their respective shares of the Company Common Stock and have been satisfiednot granted the right to vote such shares to any other Person prior to the First Closing.

Compliance with Securities Laws. The Corporation shall make reasonable efforts This Warrant and, except with respect to comply certificates issued in connection with all applicable federal and state securities laws; provided, however, notwithstanding any other provision a cashless exercise of this AgreementWarrant, all certificates representing Warrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the Corporation shall not be obligated following form: THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. The Company agrees to issue reissue this Warrant or certificates representing any restricted or unrestricted common stock or other securities pursuant of the Warrant Shares, without the legend set forth above if at such time, prior to this Agreement if the issuance thereof would result in a violation making any transfer of any such lawsecurities, the Holder shall give written notice to the Issuer describing the manner and terms of such transfer. It is intended Such proposed transfer will not be effected until: (i) the Issuer has received an opinion of its counsel reasonably satisfactory to the Issuer, to the effect that Transferable Shares shall be registered the registration of such securities under the Securities Act of 1933 is not required in connection with such proposed transfer; (ii) a registration statement under the “1933 Securities Act covering such proposed disposition has been filed by the Issuer with the SEC and has become effective under the Securities Act”; (iii) the Issuer has received evidence reasonably satisfactory to the Issuer that such registration and qualification under the Securities Act and state securities laws are not required (in which event, the Issuer shall provide its transfer agent with any required legal opinions). If Employee is an “affiliate” of ; (iv) the Corporation, as Holder provides the Issuer with reasonable assurances that term is defined in such security can be sold pursuant to Rule 144 under the 1933 Securities Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basiswhich event, the Transferable Issuer shall, at the Issuer’s expense, provide its transfer agent with any required legal opinions) or (v) in the event of a cashless exercise . For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Securities issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be subject deemed to similar stop transfer instructions). The Employee acknowledges and understands that have commenced, on the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfieddate these Warrants were originally issued.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee he/she/it is an “affiliate” of the Corporation, "accredited investor" as that term is defined under Rule 501 of Regulation D, that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in Rule 144 under connection with, any distribution thereof, that the 1933 Act (“Rule 144”), Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof may not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, unless net exercised (or registration in which case the holding period shall start earlier), and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of the Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted Warrant Share purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance any Ordinary Share acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof in the Securities Act of 1933 (United States; that the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his holding such Warrant Shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the Warrant Shares acquired pursuant to the exercise of this Warrant or her investment in Ordinary Shares acquired upon conversion thereof will not be registered under the Shares. The Employee agrees not Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kHolder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) Securities Act; and that all share certificates representing Warrant Shares issued to the Holder upon exercise of this Agreement Warrant or Ordinary Shares upon conversion of such Warrant Shares may have been satisfiedaffixed thereto a legend substantially in the following form: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES 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. INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SHARES 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts Registered Holder (and its transferees and assigns), by acceptance of this Warrant, covenants and agrees that such Registered Holder is acquiring the Warrant evidenced hereby, and, upon exercise hereof, the Warrant Shares, for its own account as an investment and not with a view to comply with all applicable federal and distribution thereof. Neither this Warrant nor the Warrant Shares issuable hereunder have been registered under the Securities Act or any state securities laws; provided, however, notwithstanding any other provision laws and no transfer of this Agreement, the Corporation shall not be obligated to issue Warrant or any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Warrant Shares shall be permitted unless the Company has received notice of such transfer in the form of the assignment attached hereto as Exhibit B, accompanied, if requested by the Company, by an opinion of counsel reasonably satisfactory to the Company that an exemption from registration of such Warrant or Warrant Shares under the Securities Act is available for such transfer, except that no such opinion shall be required with respect to the Warrant Shares after the registration for resale of the Warrant Shares has become effective if the Warrant Shares are sold pursuant to the registration statement. Upon any exercise of the Warrants prior to effective registration for resale or except as in accordance with Rule 144 under the Securities Act, certificates representing the Warrant Shares shall bear a restrictive legend substantially identical to that set forth as follows: “The securities represented by this certificate have not been registered under the Securities Act of 1933 1933, as amended, or the securities laws of any state (collectively, the “1933 ActActs”). If Employee is Neither the shares nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of in the absence of an “affiliate” effective registration statement with respect to the shares under all of the Corporationapplicable Acts, as or an opinion of counsel satisfactory to Bioject Medical Technologies Inc. to the effect that term is defined in Rule 144 under such registrations are not required.” Any purported transfer of the 1933 Act (“Rule 144”), such Employee may Warrant or Warrant Shares not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” the provisions of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares this section shall be null and void. Stop transfer instructions have been or will be imposed with respect to the Warrant Shares so as to restrict resale or other transfer thereof, subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedSection 2.7.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (Holder has had such opportunity as the “1933 Act”). If Employee is an “affiliate” Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares of Warrant Stock for an indefinite period; that the Shares. The Employee agrees Holder understands that shares of Warrant Stock will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale if any, previously granted to the Holder) and will be "restricted securities" within the meaning of the Shares although permitted to do so pursuant to Rule 144(k) 144 promulgated under the 1933 ActSecurities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, until all applicable subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions and requirements of Rule 144 (or registration of the are complied with; and that all stock certificates representing shares of common stock issued pursuant to this Agreement under Warrant Stock may have affixed thereto a legend substantially in the 0000 Xxxfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) and this Agreement have been satisfiedTHE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.

Compliance with Securities Laws. The Corporation shall make reasonable efforts not be required to comply sell or issue any shares under any option if the issuance of such shares shall constitute a violation by the optionee or by the Corporation of any provisions of any law or regulation of any governmental authority. In addition, in connection with all applicable federal and state securities laws; providedthe Securities Act of 1933, howeveras now in effect or hereafter amended (the "Securities Act"), notwithstanding upon exercise of any other provision of this Agreementoption, the Corporation shall not be obligated required to issue any restricted such shares unless the Board or unrestricted common stock or other securities the. Committee, as the case may be, has received evidence satisfactory to it to the effect that the bolder of such option will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Corporation has been received by the Corporation to the effect that such registration is not required. Any determination in this Agreement if connection by the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Board or the Committee, as the case may be, shall be final, binding and conclusive. In the event the shares issuable on exercise of an option are not registered under the Securities Act, the Corporation may imprint upon any certificate representing shares so issued the following legend or any other legend which counsel for the Corporation considers necessary or advisable to comply with the Securities Act and with applicable state securities laws: The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 (or under the “1933 Act”). If Employee is securities laws of any State and may not be sold or transferred except upon such registration or upon receipt by the Corporation of an “affiliate” of opinion counsel satisfactory to the Corporation, as in form and substance satisfactory to the Corporation, that term registration is defined not required for such sale or transfer. 9 The Corporation may, but shall in Rule 144 under no event be obligated to, register any securities covered hereby pursuant to the 1933 Act (“Rule 144”), such Employee may not sell Securities Act; and in the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of event any shares are so registered the Corporation may bear a remove any legend setting forth on certificates representing such restrictions on shares. The Corporation shall not be obligated to take any other affirmative action in order to cause the disposition exercise of an option or transfer the issuance of the Transferable Shares as the Corporation deems appropriate shares pursuant thereto to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement any law or regulation of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks of the prospective investment and to make an informed investment decision. The Employee is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfiedgovernmental authority.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, granted to the Shares although permitted to do so pursuant to Rule 144(kRegistered Holder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for up to one (or registration 1) year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 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 TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise registered pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to SECTION 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN WARRANT AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER OF THESE SECURITIES, A COPY OF WHICH IS AVAILABLE FROM THE PRINCIPAL CORPORATE OFFICES OF THE COMPANY.

Compliance with Securities Laws. The Corporation shall make reasonable efforts If in the opinion of counsel of the Employee reasonably acceptable to comply the Company, it is necessary for compliance with all securities laws of the United States and/or any state thereof which are applicable federal and state securities laws; provided, however, notwithstanding to the proposed sale by the Employee (or his surviving spouse or the representative of his estate) of any other provision of Deferred Shares within 3 years after issuance thereof pursuant to this Agreement, on receipt of the Corporation Employee's request and a copy of his counsel's opinion, the Company will register the sale of and/or qualify the Deferred Shares under applicable United States federal laws and the laws of the state where the sale is to take place for immediate sale and will maintain that registration and/or qualification in effect for at least 20 business days; provided that the Company need not register fewer than 1000 Deferred Shares at one time and need not register any Deferred Shares more than once; provided further that, on receiving the Employee's request that it register and/or qualify such Deferred Shares, the Company may in turn notify the Employee that it elects instead to purchase the Deferred Shares from the Employee, which purchase shall not be obligated take place on delivery to issue any restricted the Company of the Deferred Shares duly endorsed for transfer to the Company within seven days after the day on which the Company notifies the Employee of its election at the closing price for common shares of the Company in the principal United States market for common shares of the Company on the day the Deferred Shares are delivered to the Company or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It market is intended closed on that Transferable Shares shall be registered under day, that day on the Securities Act of 1933 (next preceding day on which the “1933 Act”)market was open. If Employee is an “affiliate” of the Corporation, as that term is defined in Rule 144 under the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Company unreasonably refuses or fails to register or qualify Deferred Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 pursuant hereto at the time Employee's request and does not offer to purchase them by the Employee wishes date scheduled for their delivery to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If soCompany, the Employee understands that Employee will be precluded from selling may require the securities under Rule 144 even if Company to purchase the one-year holding period (or any modification thereof under Deferred Shares on the Rule) of said Rule has been satisfiedterms and conditions set forth for above for a purchase at the Company's election. Prior to In witness whereof the Employee's acquisition parties have executed this Agreement as of the Transferable Sharesday and year set forth above. THE ST. XXXX COMPANIES, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securitiesINC. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information to evaluate the risks By /s/ Xxxxxxx X. Xxxxxxxxxxx /s/ Xxxx Xxxxx --------------------------- ---------- Xxxxxxx X. Xxxxxxxxxxx Xxxx Xxxxx Chairman & CEO AMENDMENT NO. 1 TO THE ST. XXXX COMPANIES, INC. DEFERRED STOCK GRANT AGREEMENT WITH XXXX XXXXX DATED NOVEMBER 2, 1993 Section 3 of the prospective investment Deferred Stock Grant Agreement (the "Agreement") made and to make an informed investment decision. entered into the 2nd day of November, 1993 by and between The Employee St. Xxxx Companies, Inc. and Xxxx Xxxxx is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so pursuant to Rule 144(k) promulgated under the 1933 Act, until all applicable conditions and requirements of Rule 144 (or registration of the shares of common stock issued pursuant to this Agreement under the 0000 Xxx) and this Agreement have been satisfied.hereby amended as follows:

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue holder hereby represents, warrants and covenants that any restricted or unrestricted common shares of stock or other securities pursuant to purchased upon exercise of this Agreement if the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or her investment in acquired upon conversion thereof will not be registered under the Shares. The Employee agrees not Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kregistered Holder) promulgated under and will be "restricted securities" within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for at least one year from the date of exercise of this Warrant, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the following form (or which legend the Company agrees to remove when such restrictions are no applicable): 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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. The Holder shall be entitled to the registration rights and other rights set forth in that certain Rights Agreement, dated as of the date hereof, between the Company and the Holder (the "Rights Agreement"), and the shares of common Common ---------------- Stock issuable upon exercise of this Warrant (or any shares of stock issued pursuant to or other securities at the time issuable upon exercise of this Agreement Warrant) shall be deemed Registrable Securities under the 0000 Xxx) and this Agreement have been satisfiedRights Agreement.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants: (a) that any restricted shares of stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; (b) that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; (c) that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(kthe exercise of this Warrant for an indefinite period; (d) promulgated that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or acquired upon conversion thereof shall not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable if any, previously granted to the Registered Holder) and shall be "restricted securities" within the meaning of SEC Rule 144 and that the exemption from registration under Rule 144 shall not be available for at least one year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then shall not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions and requirements of Rule 144 are complied with; and (or registration of the e) that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN INVESTOR RIGHTS AGREEMENT DATED AS OF DECEMBER 10, 1998. THE INVESTOR RIGHTS AGREEMENT CONTAINS PROVISIONS REGARDING CERTAIN RESTRICTIONS ON THE VOTING, AND TRANSFER OF SUCH SECURITIES AND CERTAIN OTHER MATTERS. A COPY OF THE INVESTOR RIGHTS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF THE AGREEMENT IS NULL AND VOID.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants that any restricted shares of Common Stock purchased upon exercise of this Warrant or unrestricted common stock or other securities pursuant to this Agreement if the issuance acquired upon conversion thereof would result in a violation of any such law. It is intended that Transferable Shares shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee company; that the Holder is able to bear the economic risk of his or her investment in the Shares. The Employee agrees not to make, without the prior written consent of the Corporation, any public offering or sale of the Shares although permitted to do so holding such shares as may be acquired pursuant to Rule 144(k) promulgated the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of Common Stock acquired pursuant to the exercise of this Warrant will not be registered under the 1933 ActAct (unless otherwise required pursuant to exercise by the Holder of the registration rights, until all applicable conditions if any, previously granted to the Registered Holder) and requirements will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock Common Stock issued pursuant to the Holder upon exercise of this Agreement under Warrant may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue any restricted or unrestricted common stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law. It is intended Holder hereby represents, warrants and covenants that Transferable Shares shall be registered under the Securities Act of 1933 (the “1933 Act”). If Employee it is an “affiliateaccredited investor” of the Corporation, as that term is defined in Rule 144 Regulation D promulgated under the 1933 Act (“Rule 144”)Act, that any shares of stock purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Holder has had such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued opportunity as such Holder has deemed adequate to an “affiliate” obtain from representatives of the Corporation may bear a legend setting forth Company such restrictions on information as is necessary to permit the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of its investment in the prospective investment and to make an informed investment decision. The Employee Company; that the Holder is able to bear the economic risk of his holding such shares as may be acquired pursuant to the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant or her investment in acquired upon conversion thereof will not be registered under the Shares. The Employee agrees not Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, any public offering or sale of if any, previously granted to the Shares although permitted to do so pursuant to Rule 144(kHolder) promulgated under and will be “restricted securities” within the 1933 Act, until all applicable conditions and requirements meaning of Rule 144 under the Act and that the exemption from registration under Rule 144 will not be available for at least one (or registration 1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of common stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE ACT, AS AMENDED, 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 ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 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.

Compliance with Securities Laws. The Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision By acceptance of this AgreementWarrant, the Corporation shall not be obligated to issue Holder hereby represents, warrants and covenants: (a) that any restricted or unrestricted common shares of stock or other securities pursuant to this Agreement if purchased upon exercise of the issuance thereof would result in a violation of any such law. It is intended that Transferable Shares Warrant shall be registered under acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; (b) that the Securities Act of 1933 (the “1933 Act”). If Employee is an “affiliate” Holder has had such opportunity as such Holder has deemed adequate to obtain from representatives of the Corporation, Company such information as that term is defined in Rule 144 under necessary to permit the 1933 Act (“Rule 144”), such Employee may not sell the Transferable Shares except in compliance with Rule 144. Any certificates representing Transferable Shares issued to an “affiliate” of the Corporation may bear a legend setting forth such restrictions on the disposition or transfer of the Transferable Shares as the Corporation deems appropriate to comply with federal and state securities laws (and if the Transferable Shares are evidenced on a noncertificated basis, the Transferable Shares shall be subject to similar stop transfer instructions). The Employee acknowledges and understands that the Corporation may not be satisfying the current public information requirement of Rule 144 at the time the Employee wishes to sell the Transferable Shares or other conditions under Rule 144 which are required of the Corporation. If so, the Employee understands that Employee will be precluded from selling the securities under Rule 144 even if the one-year holding period (or any modification thereof under the Rule) of said Rule has been satisfied. Prior to the Employee's acquisition of the Transferable Shares, the Employee acquired sufficient information about the Corporation to reach an informed knowledgeable decision to acquire such securities. The Employee has such knowledge and experience in financial and business matters as to make the Employee capable of utilizing said information Holder to evaluate the merits and risks of his investment in the prospective investment and to make an informed investment decision. The Employee Company; (c) that the Holder is able to bear the economic risk of his or her investment in holding such shares as may be acquired pursuant to the Shares. The Employee agrees exercise of this Warrant for an indefinite period; (d) that the Holder understands that the shares of stock acquired pursuant to the exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to make, without exercise by the prior written consent Holder of the Corporationregistration rights, if any, previously granted to the Registered Holder) and will be "restricted securities" within the meaning of Securities Act Rule 144 and that the exemption from registration under Rule 144 will not be available for at least six months from the date of exercise of this Warrant, subject to any public offering or sale special treatment by the SEC for exercise of the Shares although permitted to do so this Warrant pursuant to Rule 144(k) promulgated under Section 2.2, and even then will not be available unless a public market then exists for the 1933 ActCommon Stock, until all applicable adequate information concerning the Company is then available to the public, and other terms and conditions and requirements of Rule 144 are complied with; (or registration of the e) that all stock certificates representing shares of common stock Common Stock issued pursuant to the Holder upon exercise of this Agreement under Warrant or upon conversion of such shares may have affixed thereto a legend substantially in the 0000 Xxx) and this Agreement have been satisfiedfollowing 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 APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.