Common use of FOR THE EXERCISE OF WARRANTS Clause in Contracts

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ ; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $__________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU Technologies, Inc. has rendered an opinion in writing and addressed to EAU Technologies, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU Technologies, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU Technologies, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU Technologies, Inc. may affix the legend set forth in Section 3 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Address: ________________________________

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $___________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $__________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company. ; or The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU Technologies, Inc. has rendered an opinion in writing and addressed to EAU Technologies, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU Technologies, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU Technologies, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU Technologies, Inc. may affix the legend set forth in Section 3 3.1 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Signature guaranteed: ________________________________ Address: ________________________________

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] ¨ by the enclosed cash or check made payable to the Company in the amount of $ ; or [ ] ¨ by wire transfer of United States funds to the account of the Company in the amount of $__________$ , which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company; or ¨ by conversion of the Warrant into Shares in the manner specified in Section 1.3 of the Warrant. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesInterMetro Communications, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesInterMetro Communications, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesInterMetro Communications, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesInterMetro Communications, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesInterMetro Communications, Inc. may affix the legend set forth in Section 3 3.1 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Address: ________________________________:

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $_______________________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $__________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company; or [ ] by conversion of the Warrant into Shares in the manner specified in Section 1.3 of the Warrant. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesElectric Aquagenics Unlimited, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesElectric Aquagenics Unlimited, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesElectric Aquagenics Unlimited, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesElectric Aquagenics Unlimited, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesElectric Aquagenics Unlimited, Inc. may affix the legend set forth in Section 3 3.1 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________:________________________________ Signed: :_______________________ Signature guaranteed:__________________ Address:_________________________________ Address: ________________________________

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $____________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company; or [ ] by cashless exercise pursuant to the terms of the Warrant. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesWytec International, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesWytec International, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesWytec International, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesWytec International, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesWytec International, Inc. may affix the legend set forth in Section 3 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Signature guaranteed: Address: ________________________________:

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $____________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesEnvision Solar International, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesEnvision Solar International, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesEnvision Solar International, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesEnvision Solar International, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesEnvision Solar International, Inc. may affix the legend set forth in Section 3 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Address: ________________________________:

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $___________________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $___________________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU Technologies, Inc. has rendered an opinion in writing and addressed to EAU Technologies, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU Technologies, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU Technologies, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU Technologies, Inc. may affix the legend set forth in Section 3 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Address: ________________________________

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] ¨ by the enclosed cash or check made payable to the Company in the amount of $ ; or [ ] ¨ by wire transfer of United States funds to the account of the Company in the amount of $__________$ , which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company; or ¨ by conversion of the Warrant into Shares in the manner specified in Section 1.3 of the Warrant. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesInterMetro Communications, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesInterMetro Communications, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesInterMetro Communications, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesInterMetro Communications, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesInterMetro Communications, Inc. may affix the legend set forth in Section 3 3.1 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: Signed: Address: THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED AND QUALIFIED PURSUANT TO THE APPLICABLE PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION APPLIES. THEREFORE, NO SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION HAS BEEN DULY REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE SECURITIES LAWS, OR (B) THE ISSUER HAS FIRST RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT REQUIRED. WARRANT For the Purchase of Shares of Common Stock of INTERMETRO COMMUNICATIONS, INC. No. Date: January , 2006 Warrant to Purchase [INSERT NUMBER] (INSERT NUMBER) Shares of Common Stock THIS IS TO CERTIFY, that, for value received, [INSERT NAME], or registered assigns (the “Holder”), is entitled, subject to the terms and conditions hereinafter set forth, on or after the date hereof, and at any time prior to the later of (i) 5 P.M., Pacific Standard Time (“PST”), on January __, 2011 or (ii) 5 P.M., Pacific Daylight Time (“PDT”) or PST, as the case may be, on the fifth anniversary of the date the Shares (as defined below) are registered for resale under the Securities Act of 1933, as amended, but in no case later than 5 P.M., PST, on January __________________________________________ Signed: _________________________________ Address: ________________________________, 2016, to purchase such number of shares of Common Stock, no par value (“Common Stock” or the “Shares”), of InterMetro Communications, Inc. (the “Company”), from the Company as set forth above and upon payment to the Company of an amount per Share of $0.25 (the “Purchase Price”), if and to the extent this Warrant is exercised, in whole or in part, during the period this Warrant remains in force, subject in all cases to adjustment as provided in Section 2 hereof, and to receive a certificate or certificates representing the Shares so purchased, upon presentation and surrender to the Company of this Warrant, with the form of Subscription Agreement attached hereto, including changes thereto reasonably requested by the Company, duly executed and accompanied by payment of the Purchase Price of each Share.

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $____________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company; or [ ] by conversion of the Warrant into Shares in the manner specified in Section 1.3 of the Warrant. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-post effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesCompetitive Companies, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesCompetitive Companies, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesCompetitive Companies, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesCompetitive Companies, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesCompetitive Companies, Inc. may affix the legend set forth in Section 3 3.1 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Signature guaranteed: Address: ________________________________:

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $_____________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $__________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company. ; or The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU Technologies, Inc. has rendered an opinion in writing and addressed to EAU Technologies, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU Technologies, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU Technologies, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU Technologies, Inc. may affix the legend set forth in Section 3 3.1 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Signature guaranteed: ________________________________ Address: ________________________________

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $____________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company. Company The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesWytec International, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesWytec International, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesWytec International, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesWytec International, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesWytec International, Inc. may affix the legend set forth in Section 3 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Signature Guaranteed: Address: ________________________________:

FOR THE EXERCISE OF WARRANTS. The undersigned hereby irrevocably subscribes for the purchase of _____________ Shares pursuant to and in accordance with the terms and conditions of this Warrant, which Shares should be delivered to the undersigned at the address stated below. If said number of Shares are not all of the Shares purchasable hereunder, a new warrant Warrant of like tenor for the balance of the remaining Shares purchasable hereunder should be delivered to the undersigned at the address stated below. The undersigned elects to pay the aggregate Purchase Price for such Shares in the following manner: [ ] by the enclosed cash or check made payable to the Company in the amount of $ $________; or [ ] by wire transfer of United States funds to the account of the Company in the amount of $____________, which transfer has been made before or simultaneously with the delivery of this Notice pursuant to the instructions of the Company. The undersigned agrees that: (1) the undersigned will not offer, sell, transfer or otherwise dispose of any Shares unless either (a) a registration statement, or post-effective amendment thereto, covering the Shares has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), such sale, transfer or other disposition is accompanied by a prospectus meeting the requirements of Section 10 of the Act forming a part of such registration statement, or post-effective amendment thereto, which is in effect under the Act covering the Shares to be so sold, transferred or otherwise disposed of, and all applicable state securities laws have been complied with, or (b) counsel reasonably satisfactory to EAU TechnologiesEnvision Solar International, Inc. has rendered an opinion in writing and addressed to EAU TechnologiesEnvision Solar International, Inc. that such proposed offer, sale, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Act in view of the circumstances of such proposed offer, sale, transfer or other disposition; (2) EAU TechnologiesEnvision Solar International, Inc. may notify the transfer agent for the Shares that the certificates for the Shares acquired by the undersigned are not to be transferred unless the transfer agent receives advice from EAU TechnologiesEnvision Solar International, Inc. that one or both of the conditions referred to in (1)(a) and (1)(b) above have been satisfied; and (3) EAU TechnologiesEnvision Solar International, Inc. may affix the legend set forth in Section 3 of this Warrant to the certificates for the Shares hereby subscribed for, if such legend is applicable. Dated: ____________________________________________ Signed: _________________________________ Signature guaranteed: Address: ________________________________: