Common use of Nonetheless Clause in Contracts

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan Agreement, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ___________________________________ ___________________________________ ___________________________________ Dated: ___________________ ___________________________ [Name of Holder] By:________________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________________________________________ _____________________________________________ ___________________________________ Dated: ___________________ ___________________________ Dated: ---------------------- ---------------------------- [Name of Holder] By:________________________________ : ------------------------- NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s) 4. Other shares eligible to be acquired within next 60 days without restriction _________ 5. Total [sum of Lines 1 through 4] _________ 6. Outstanding shares of Common Stock(2) _________

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan Agreement, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ___________________________________ ___________________________________ ________________________________ Dated:____ Dated: ______________________ _______________________________ [Name of Holder] By:_____________________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ___________________________________________________ ___________________________________________________ ___________________________________ Dated: ___________________ ___________________________ Dated: ----------------------- ----------------------------- [Name of Holder] By:________________________________ : ----------------------------- NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s) 4. Other shares eligible to be acquired within next 60 days without restriction _________ 5. Total [sum of Lines 1 through 4] _________ 6. Outstanding shares of Common Stock(2) _________

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion Exercise is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or --------- by electronic transfer --------- after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ----------------------------------------- Dated: ______________________ ---------------------------- [Name of Holder] By: _________________________ Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of Sense Holdings, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of Sense Holdings, Inc. with full power of substitution in the premises. Transferees Percentage Transferred Number Transferred Dated: ______________, ___________ -------------------------------- [Transferor - Name must conform to the name of Holder as specified on face of Warrant] By: ___________________________________ ________Name: ___________________________ _________Signed in the presence of: ------------------------ (Name) ACCEPTED AND AGREED: ------------------------------ [TRANSFEREE] By: __________________________ DatedName: ___________________ ___________________________ [Name (1) Insert unique sequential number for each issuance. (2) Insert the number equal to the number of Holder] By:________________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1Purchased Shares for the Subscriber. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)(3)Insert the Closing Date.

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________Dated: ______________________ ___________________________________ ___________________________________ Dated: ___________________ ___________________________ [Name of Holder] By:_______: _________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder |_| via express courier, or |_| by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ___________________________________ ___________________________________ ___________________________________ ------------------------------------- ------------------------------------- Dated: ___________________ ___________________________ --------------------- ---------------------------- [Name of Holder] By:________________________________ NOTICE OF EXERCISE : ------------------------ FORM OF WARRANT WORKSHEET SCHEDULE 1THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)COMMON STOCK PURCHASE WARRANT

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan Agreement, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ___________________________________ ___________________________________ ___________________________________ Dated: __________________________ _________________________________ [Name of Holder] By:___: _____________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan Agreement, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ___________________________________ ___________________________________ ___________________________________ Dated: ______________________ _____________________________ [Name of Holder] By:_______: _________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. ------------------------------------ 1 Insert appropriate Class identification: A, B or C As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder [ ] via express courier, or [ ] by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________------------------------------------- ------------------------------------- ------------------------------------- Dated: ______________________ ___________________________________ ___________________________________ Dated: ___________________ ___________________________ [Name of Holder] By:_______: _________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)conversion(s)1 ____________ 4. Other shares eligible to be acquired within next 60 days without restriction ____________ 5. Total [sum of Lines 1 through 4] ____________ 6. Outstanding shares of Common Stock2 ____________ 7. Adjustments to Outstanding a. Shares known to Holder as previously issued to Holder or others but not included in Line 6 ____________ b. Shares to be issued per Line(s) 2 and 3 ____________ c. Total Adjustments [Lines 7a and 7b] ____________ 8. Total Adjusted Outstanding [Lines 6 plus 7c] ____________ 9. Holder's Percentage [Line 5 divided by Line 8] ____________% [Note: Line 9 not to be above 4.99%]

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder |_| via express courier, or |_| by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ------------------------------------- ------------------------------------- ------------------------------------- Dated: ___________________________________ ___________________________________ ___________________________________ Dated: ___________________ ___________________________ ---------------------------- [Name of Holder] By:_______: _________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)conversion(s)(6) _____________ 4. Other shares eligible to be acquired within next 60 days without restriction _____________ 5. Total [sum of Lines 1 through 4] _____________ 6. Outstanding shares of Common Stock(7) _____________ 7. Adjustments to Outstanding a. Shares known to Holder as previously issued to Holder or others but not included in Line 6 _____________ b. Shares to be issued per Line(s) 2 and 3 _____________ c. Total Adjustments [Lines 7a and 7b] _____________ 8. Total Adjusted Outstanding [Lines 6 plus 7c] _____________ 9. Holder's Percentage [Line 5 divided by Line 8] _____________% [Note: Line 9 not to be above 4.99%] _____________ ------------------ (6) Includes shares issuable on conversion of convertible securities (including assumed payment, if relevant, of interest or dividends) or exercise of other rights, including other warrants or options (7) Based on latest SEC filing by Company or information provided by executive officer of Company, counsel to Company or transfer agent

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan Agreement, this Notice of Conversion is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder via express courier, or by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: ______________------------------------------------- ------------------------------------- ------------------------------------- Dated: _____________________ ___________________________________ ___________________________________ Dated: ___________________ ___________________________ ---------------------------- [Name of Holder] By:_______: _________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)

Nonetheless. to the extent that, pursuant to the exercise effected hereby, the Holder would have more shares than permitted under said Section, this notice should be amended and revised, ab initio, to refer to the exercise which would result in the issuance of shares consistent with such provision. Any exercise above such amount is hereby deemed void and revoked. As contemplated by the Warrant and the Bridge Loan AgreementWarrant, this Notice of Conversion Exercise is being sent by facsimile to the telecopier number and officer indicated above. If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or facsimile transmission of this Notice of Exercise. The certificates representing the Warrant Shares should be transmitted by the Company to the Holder [ ] via express courier, or [ ] by electronic transfer after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to: _____________Dated: ______________________ ___________________________________ ___________________________________ Dated: ___________________ ___________________________ [Name of Holder] By:_______: _________________________ NOTICE OF EXERCISE OF WARRANT WORKSHEET SCHEDULE 1. Current Common Stock holdings of Holder and Affiliates _______________ 2. Shares to be issued on current exercise _______________ 3. Other shares to be issued on other current exercise(s) and other current conversion(s)conversion(s)(6) _____________ 4. Other shares eligible to be acquired within next 60 days without restriction _____________ 5. Total [sum of Lines 1 through 4] _____________ 6. Outstanding shares of Common Stock(7) _____________