Common use of Representations of Holder Clause in Contracts

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act and other applicable securities laws. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the Holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). 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 Warrant 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 other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). 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 Warrant 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 other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own accountaccount for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such Holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR"). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise or sale pursuant to a Registration Statement or other exemption under the 1933 Act, the Holder shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant 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 towards the toward distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received and that such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof will acquire the Warrant Units, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Units, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Units for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not Units at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The Holder further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Partnership, the Warrant and the offering thereof from the Partnership. Each delivery of an Exercise Notice shall constitute confirmation at such time by the Holder of the representations concerning the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment Units set forth in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the Holder notifies the Partnership in writing that it is not making such representations (a “Representation Notice”). If the Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectdelivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Partnership’s obligations set forth in Section 2 in connection with such exercise, that the Company Partnership receive such other assurances representations as the Company Partnership considers reasonably necessary to assure the Company Partnership that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws, and the time periods for the Partnership’s compliance with its obligations set forth in Section 2 shall be tolled until such Holder provides the Partnership with such other representations.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards registration statement or an exemption from the distribution or resale thereof in violation registration requirements of the Securities Act or any applicable state securities lawsAct. The holder of this Warrant further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined within the meaning of in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Company, the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon offering thereof from the fairness or suitability of, Company. Each delivery of an investment in Exercise Notice shall constitute confirmation at such time by the Warrant or Warrant Shares or passed up on the accuracy or adequacy holder of the information provided to Holder, and (e) recognizes that an investment in representations concerning the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment set forth in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the holder notifies the Company in writing that it is not making such representations (a “Representation Notice”). If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectholder delivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations and assurances, including an opinion of counsel satisfactory to the Company, as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any applicable federal or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until such holder provides the Company with such other representations.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.. Form of Additional Warrant

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR"). 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 Warrant 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 other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant Warrant, other than pursuant to a Cashless Exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder acknowledges that the Company will rely on the information and on the representations set forth herein, by and the acceptance hereofundersigned hereby represents, represents warrants and warrants that it agrees that: (a) The Holder is acquiring an "Accredited Investor", as that term is defined under Section 501(a) of Regulation D under the Act. Holder understands and agrees that it is a condition to the exercise of this Warrant and that Holder must be an accredited investor at the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation time of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition exercise of the Warrant and shall reaffirm the Warrant Sharesrepresentations contained herein and as set forth in the Notice Exercise Form, by signing and delivering the Notice Exercise Form. (b) The Holder has not received any general solicitation or general advertising regarding the exercise of the Warrant. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and The Holder has such sufficient knowledge and experience in financial and business matters so that he or it is capable of evaluating able to evaluate the merits and risks of an investment in exercising the Warrant as well as substantial experience in previous private and the Warrant Shares, public purchases of securities. (d) The Holder understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Company involves significant risk. The Holder does not require the funds to be used to exercise this Warrant or the Warrant Shares involves a high degree of financial riskfor his liquidity or other needs, can possesses the ability to bear the economic risk of losing holding the this Warrant or the Warrant Shares purchased hereunder indefinitely and can afford a complete loss of its entire investment in the this Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary the Warrant Shares. (e) Prior to make an informed investment decision with respect to its acquisition the issuance of this Warrant and Warrant Shares. If prior to exercise, the Holder cannot make any has or will have had full opportunity to ask questions of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that receive answers from the Company receive such other assurances as and its officers and authorized representatives regarding the Company considers reasonably necessary to assure the Company that the issuance terms and conditions of the Warrant Shares upon and the transactions contemplated hereby, as well as the affairs of the Company and related matters. The Holder confirms that he does not desire to receive any further information. (f) The Holder understands that the exercise price of this the Warrant shall being purchased hereby has been arbitrarily determined and does not violate the Securities Act necessarily bear any relationship to investment criteria such as projected earnings, discounted cash flow, book value or any state securities lawsother measures of value.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder further represents, (c) by acceptance hereof, that, as of this date, the Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the Holder’s own account and not as a high degree of financial risknominee for any other party, can bear for investment, and not with a view toward distribution or resale and that the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If the Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to the Holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.. Form of Fifteen Month Warrant

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state or Israeli securities laws.

Representations of Holder. The Holder, by the acceptance hereof, Holder hereby represents and warrants acknowledges to the Company that: It understands that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an Stock will be “accredited investorrestricted securities” as such term is defined used in Rule 501 of Regulation D promulgated the rules and regulations under the Securities Act and has that such knowledge securities have not been and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate registered under the Securities Act or any state securities law, and that such securities must be held indefinitely unless registration is effected or transfer can be made pursuant to appropriate exemptions; the Holder has read, and fully understands, the terms of this Warrant set forth on its face and the attachments hereto, including the restrictions on transfer contained herein; the Holder is purchasing for investment for its own account and not with a view to or for sale in connection with any distribution of this Warrant and the Warrant Stock and it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein will prevent the Holder from transferring such securities in compliance with the terms of this Warrant and the applicable federal and state securities laws; and the Company may affix the following legend (in addition to any other legend(s), if any, required by applicable state corporate and/or securities laws) to certificates for shares issued upon exercise of this Warrant: “These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act.” No Fractional Shares. No fractional shares will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one such share on the date of exercise, as determined in good faith by the Company’s Board of Directors.

Representations of Holder. The Holder, by the acceptance hereof, Holder represents and warrants that it (a) is acquiring this the Warrant and the Warrant Shares Stock solely for its own account, account for investment and not with a view towards to or for sale or distribution of said Warrant or Warrant Stock or any part thereof. The Holder also represents that the distribution or resale thereof in violation entire legal and beneficial interests of the Securities Act or any applicable state securities lawsWarrant and Warrant Stock the Holder is acquiring is being acquired for, (b) has received such documentsand will be held for, materials and information as its account only. The Holder deems necessary or appropriate for evaluation of the acquisition of understands that the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated Stock have not been registered under the Securities Act and Act, on the basis that no distribution or public offering of the securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such knowledge and experience in financial and business matters present intention. The Holder recognizes that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands Stock must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in obligation to register the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree Stock of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, or to comply with any exemption from such registration. The Holder is aware that neither the Warrant nor the Warrant Stock may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the Warrant Stock, the availability of certain current public information about the Company and it shall be a condition to Holder’s exercise of this Warrant the resale following the required holding period under Rule 144. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company receive such other assurances as presently has no plans to satisfy these conditions in the Company considers reasonably necessary to assure the Company foreseeable future. The Holder understands and agrees that the issuance of all certificates evidencing the Warrant Shares upon exercise of Stock to be issued to the Holder, if any, may bear the following legend: “The Common Stock represented by this Warrant shall certificate have not violate been registered under the Securities Act of 1933 (the “Act”) or any state securities laws, and cannot be offered, sold or otherwise transferred in the absence of registration or the availability of an exemption from registration under the Act, regulations promulgated thereunder, and applicable state securities laws.”

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such holder is an “"accredited investor” " as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an "Accredited Investor"). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise, the holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder's own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant Warrant, other than pursuant to a Cashless Exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the BarrettoWarrant Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof (other than pursuant to a Cashless Exercise) will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The holder of this Warrant further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Company, the Warrant and the Warrant Sharesoffering thereof from the Company. Each delivery of an Exercise Notice, (d) understands that no U.S. federalother than in connection with a Cashless Exercise, state or regulatory agency has recommended, approved or endorsed, or passed upon shall constitute confirmation at such time by the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy holder of the information provided to Holder, and (e) recognizes that an investment in representations concerning the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment set forth in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the holder notifies the Company in writing that it is not making such representations (a “Representation Notice”). If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectholder delivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until such holder provides the Company with such other representations.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Wall&BroadWarrant Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof (other than pursuant to a Cashless Exercise) will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered, or exempted from registration, under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The Holder further represents, (b) has received such documentsby acceptance hereof, materials and information that, as of this date, the Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has Act. Each delivery of an Exercise Notice, other than in connection with a Cashless Exercise, shall constitute confirmation at such knowledge and experience time by the Holder of the representations concerning the Warrant Shares set forth in financial and business matters the first two sentences of this Section 6, unless contemporaneously with the delivery of such Exercise Notice the Holder notifies the Company in writing that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, not making such representations (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares“Representation Notice”). If the Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectdelivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to the Holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations together with an opinion of counsel, in a generally acceptable form, as the Company considers may reasonably necessary request to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The HolderHolder acknowledges that the Company will rely on the information and on the representations set forth herein, by and the acceptance hereofundersigned hereby represents, represents warrants and warrants that it agrees that: (a) The Holder is acquiring this Warrant and an "Accredited Investor", as that term is defined under Section 501(a) of Regulation D under the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, Act. (b) The Holder has not received such documents, materials and information as Holder deems necessary any general solicitation or appropriate for evaluation general advertising regarding the exercise of the acquisition of the Warrant and the Warrant Shares, Warrant. (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and The Holder has such sufficient knowledge and experience in financial and business matters so that he or it is capable of evaluating able to evaluate the merits and risks of exercising the Warrant as well as substantial experience in previous private and public purchases of securities. (d) The Holder understands that an investment in the Company involves significant risk. The Holder does not require the funds to be used to exercise this Warrant or the Warrant Shares for his liquidity or other needs, possesses the ability to bear the economic risk of holding the this Warrant or the Warrant Shares purchased hereunder indefinitely and can afford a complete loss of its investment in the this Warrant or the Warrant Shares. (e) Prior to the issuance of this Warrant and prior to exercise, the Holder has or will have had full opportunity to ask questions of and receive answers from the Company and its officers and authorized representatives regarding the terms and conditions of the Warrant and the transactions contemplated hereby, as well as the affairs of the Company and related matters. The Holder confirms that he does not desire to receive any further information. (f) The Holder understands that the exercise price of the Warrant being purchased hereby has been arbitrarily determined and does not necessarily bear any relationship to investment criteria such as projected earnings, discounted cash flow, book value or other measures of value. (g) The Holder understands that the Warrant has not been filed with or reviewed by the Commission nor the securities department of any state because of the private or limited nature of this offering as defined by applicable laws, and that the Warrant and the Warrant SharesShares have not been registered with the Commission under the Act nor with the securities department of any state in reliance upon an exemption therefrom for non-public offerings. (h) The Holder is a bona fide resident of the state set forth as his "address" above and further represents that (a) if a corporation, partnership, trust or other form of business organization, it has a principal office within such state; and (db) understands if an individual, he has his principal residence in such state. (i) The Holder represents and warrants that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant and the Warrant Shares are or will be acquired for investment purposes and not with a view to or for sale or distribution. The Holder represents that there is no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Warrant and the Warrant Shares or passed up any part thereof, and the Holder has no present plans to enter into such contract, undertaking, agreement or arrangement and will neither directly or indirectly seek to assign, transfer or sell the same in any way inconsistent with the legend which is being placed on the accuracy Warrant. (j) Each Holder agrees to indemnify and hold harmless the Company and each officer, director, employee, agent or adequacy control person of the information provided Company, who is or may be a party or is or may be threatened to Holderbe made a party to any threatened, and (e) recognizes that an investment in pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to the Warrant Shares involves a high degree extent by reason of financial risk, can bear the economic risk or arising from any misrepresentation or misstatement of losing its entire investment in the Warrant Shares and has sought, material facts or will seek, such accounting, legal and tax advice as it has considered, or will consider, omission to state material facts necessary to make an informed investment decision with respect the facts stated, under the circumstances, not materially misleading, made or omitted by such Holder to its acquisition the Company in a writing provided to the Company expressly for the purpose of this Warrant inclusion in the Registration Statement or any amendment thereto, against losses, liabilities and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify expenses for which the Company, and it shall be a condition to Holder’s exercise or any officer, director or control person of this Warrant that the Company receive such other assurances as has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawssuch officer, director or control person in connection with such action, suit or proceeding.

Representations of Holder. The Holder, by the acceptance hereof, Holder represents and warrants that it (a) is acquiring this the Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents that the distribution or resale thereof in violation entire legal and beneficial interests of the Securities Act or any applicable state securities lawsWarrant and Warrant Shares the Holder is acquiring is being acquired for, (b) has received such documentsand will be held for, materials and information as its account only. The Holder deems necessary or appropriate for evaluation of the acquisition of understands that the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated Shares have not been registered under the Securities Act and Act, on the basis that no distribution or public offering of the securities of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such knowledge and experience in financial and business matters present intention. The Holder recognizes that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in obligation to register the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial riskthe Company, can bear or to comply with any exemption from such registration. The Holder is aware that neither the economic risk of losing its entire investment in Warrant nor the Warrant Shares and has soughtmay be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, or will seekincluding, such accountingamong other things, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition the existence of this Warrant and a public market for the Warrant Shares, the availability of certain current public information about the Company and the resale following the required holding period under Rule 144. If Holder canis aware that the conditions for resale set forth in Rule 144 have not make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, been satisfied and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as presently has no plans to satisfy these conditions in the Company considers reasonably necessary to assure the Company foreseeable future. The Holder understands and agrees that the issuance of all certificates evidencing the Warrant Shares upon exercise of to be issued to the Holder, if any, may bear the following legend: “The securities represented by this Warrant shall certificate have not violate been registered under the Securities Act of 1933 (the “Act”) or any state securities laws, and cannot be offered, sold or otherwise transferred in the absence of registration or the availability of an exemption from registration under the Act, regulations promulgated thereunder, and applicable state securities laws.”

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). 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 Warrant 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 other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.. Warrant No. 1 – Series J

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own accountaccount for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, by acceptance hereof, that, as of this date, such Holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, other than pursuant to a sale pursuant to a Registration Statement or other exemption under the Securities Act, the Holder shall, if requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant 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 towards the toward distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received and that such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any federal or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.. Form of Initial Warrant

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own accountaccount for investment only and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). Upon exercise of this Warrant, other than pursuant to a Cashless Exercise, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant 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 towards the toward distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received and that such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards registration statement or an exemption from the distribution or resale thereof in violation registration requirements of the Securities Act or any applicable state securities lawsAct. The holder of this Warrant further represents, (b) has received by acceptance hereof, that, as of this date, such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) holder is an “accredited investor” as such term is defined in within the meaning of Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an “Accredited Investor”) and has such knowledge had the opportunity to ask questions and experience in financial and business matters that it is capable of evaluating receive answers concerning the merits and risks of an investment in Company, the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon offering thereof from the fairness or suitability of, Company. Each delivery of an investment in Exercise Notice shall constitute confirmation at such time by the Warrant or Warrant Shares or passed up on the accuracy or adequacy holder of the information provided to Holder, and (e) recognizes that an investment in representations concerning the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment set forth in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition first two sentences of this Warrant and Warrant SharesSection 6, unless contemporaneous with the delivery of such Exercise Notice, the holder notifies the Company in writing that it is not making such representations (a “Representation Notice”). If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectholder delivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations and assurances, including an opinion of counsel satisfactory to the Company, as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any applicable federal or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until such holder provides the Company with such other representations.

Representations of Holder. The Holder, by the acceptance hereof, Holder represents and warrants that it (a) is acquiring this the Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Warrant Shares the Holder is acquiring are being acquired for, and will be held for, its account only. The Holder understands that the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or resale thereof in violation public offering of the Securities stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention. The Holder recognizes that the Warrant and the Warrant Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Warrant Shares, or to comply with any exemption from such registration. The Holder is aware that neither the Warrant nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. The Holder further agrees not to make any disposition of all or any part of the Warrant or Warrant Shares in any event unless and until the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation . The Company agrees that it will not require an opinion of counsel with respect to transactions under Rule 144 of the acquisition Securities Act of 1933, as amended, except in unusual circumstances. The purpose of this paragraph (e) is the ensure the Company does not unintentionally violate any federal or state securities laws; the Company agrees that it will not object to or prevent any disposition of the Warrant and or the Warrant SharesShares that does not cause such a violation. The Holder understands and agrees that all certificates evidencing the Warrant Shares to be issued to the Holder may bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (c) THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities lawsAct.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The Holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor"). 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 Warrant 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 other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge Holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the Holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to such Holder’s 's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.. Warrant No. 1 – Series B-6-

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant, and upon exercise hereof (other than pursuant to a Cashless Exercise) will acquire the Warrant Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares solely for its own account, for investment and not at any time in accordance with or pursuant to a view towards the distribution registration statement or resale thereof in violation of an exemption under the Securities Act or any applicable state securities lawsAct. The Holder further represents, (b) has received such documentsby acceptance hereof, materials and information that, as of this date, the Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “accredited investor” as such term is defined in Rule 501 501(a)(3) of Regulation D promulgated by the SEC under the Securities Act and has (an “Accredited Investor”). Each delivery of an Exercise Notice, other than in connection with a Cashless Exercise, shall constitute confirmation at such knowledge and experience time by the Holder of the representations concerning the Warrant Shares set forth in financial and business matters the first two sentences of this Section 6, unless contemporaneous with the delivery of such Exercise Notice, the Holder notifies the Company in writing that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, not making such representations (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares“Representation Notice”). If the Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrectdelivers a Representation Notice in connection with an exercise, Holder shall so notify the Company, and it shall be a condition to the Holder’s exercise of this Warrant and the Company’s obligations set forth in Section 2 in connection with such exercise, that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws, and the time periods for the Company’s compliance with its obligations set forth in Section 2 shall be tolled until the Holder provides the Company with such other representations.

Representations of Holder. The Holderholder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment and not with a view towards the to, or for sale in connection with, any distribution hereof or resale thereof in violation of any of the Securities Act shares of Common Stock or other securities issuable upon the exercise thereof, and not with any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation present intention of distributing any of the acquisition same. The holder of the this Warrant and the Warrant Sharesfurther represents, (c) by acceptance hereof, that, as of this date, 6 7 such holder is an “accredited investor” investor as such term is defined in Rule 501 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "ACCREDITED INVESTOR"). 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 Warrant 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 other than pursuant to an effective registration statement or an exemption under the Securities Act and has that such knowledge holder is an Accredited Investor. Notwithstanding the foregoing, by making the representations herein, the holder does not agree to hold the Warrant or the Warrant Shares for any minimum or other specified term and experience in financial and business matters that it is capable reserves the right to dispose of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state Shares at any time in accordance with or regulatory agency has recommended, approved pursuant to a registration statement or endorsed, or passed upon an exemption under the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesSecurities Act. If Holder such holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s such holder's exercise of this the Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this the Warrant shall not violate the Securities Act any United States or any state securities laws.

Representations of Holder. The Holder, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, for investment and not with a view towards the distribution or resale thereof in violation of the Securities Act or any applicable state securities laws, (b) has received such documents, materials and information as Holder deems necessary or appropriate for evaluation of the acquisition of the Warrant and the Warrant Shares, (c) is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves a high degree of financial risk, can bear the economic risk of losing its entire investment in the Warrant Shares and has sought, or will seek, such accounting, legal and tax advice as it has considered, or will consider, necessary to make an informed investment decision with respect to its acquisition of this Warrant and Warrant Shares. If Holder cannot make any of the foregoing representations at the time of exercising this Warrant because it would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holder’s 's exercise of this Warrant that the Company receive such other assurances as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares upon exercise of this Warrant shall not violate the Securities Act or any state securities laws.

Representations of Holder. The HolderHolder of this Warrant, by the acceptance hereof, represents and warrants that it (a) is acquiring this Warrant and the Warrant Shares solely for its own account, account for investment only and not with a view towards towards, or for resale in connection with, the public sale or distribution of this Warrant or resale thereof in violation the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the Holder does not agree to hold this Warrant or any of the Securities Act Warrant Shares for any minimum or any applicable state securities laws, (b) has received such documents, materials other specific term and information as Holder deems necessary or appropriate for evaluation reserves the right to dispose of the acquisition of the this Warrant and the Warrant SharesShares at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder of this Warrant further represents, (c) by acceptance hereof, that, as of this date, such Holder is an “accredited investor” as such term is defined in Rule 501 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act and has such knowledge and experience (an “Accredited Investor”). Upon exercise of this Warrant the Holder shall, if requested by the Company, confirm in financial and business matters writing, in a form satisfactory to the Company, that it is capable of evaluating the merits and risks of an investment in the Warrant and the Warrant Shares, (d) understands that no U.S. federal, state or regulatory agency has recommended, approved or endorsed, or passed upon the fairness or suitability of, an investment in the Warrant or Warrant Shares or passed up on the accuracy or adequacy of the information provided to Holder, and (e) recognizes that an investment in the Warrant Shares involves so purchased are being acquired solely for the holder’s own account and not as a high degree of financial risknominee for any other party, can bear the economic risk of losing its entire investment in the Warrant Shares for investment, and has sought, not with a view toward distribution or will seek, resale and that such accounting, legal and tax advice as it has considered, or will consider, necessary to make Holder is an informed investment decision with respect to its acquisition of this Warrant and Warrant SharesAccredited Investor. If such Holder cannot make any of the foregoing such representations at the time of exercising this Warrant because it they would be factually incorrect, Holder shall so notify the Company, and it shall be a condition to Holdersuch holder’s exercise of this Warrant that the Company receive such other assurances representations as the Company considers reasonably necessary to assure the Company that the issuance of the Warrant Shares its securities upon exercise of this Warrant shall not violate the Securities Act any United States or any state securities laws.. Form of Twelve Month Warrant