Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands Subscriber covenants, represents and agrees warrants that the Shares acquired pursuant to this subscription Securities are being offered pursuant purchased for Subscriber’s own personal account and for Subscriber’s individual investment and without the intention of reselling or redistributing the same, that Subscriber has made no agreement with others regarding any of such Securities, and that Subscriber’s financial condition is such that it is not likely that it will be necessary to Section 4(2) dispose of any of the Securities in the foreseeable future. Moreover, Subscriber acknowledges that any of the aforementioned actions may require the prior written consent of the Company’s board of directors pursuant to the Certificate of Designation. Subscriber is aware that, in the view of the Securities and Exchange Commission, a purchase of the Securities with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of the Company, or in connection with a contemplated liquidation or settlement of any loan obtained by Subscriber for the acquisition of the Securities and for which the Securities were pledged as security, would represent an intent inconsistent with the covenants, warranties and representations set forth above. Subscriber understands that the Securities have not been registered under the Securities Act thereunder of 1933, as amended (the “Securities Act”), or any state or foreign securities laws in reliance on exemptions from registration under these laws, and that such Shares and any interests thereinthat, accordingly, the Securities may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to resold by the undersigned (i) an effective unless they are registered under both the Securities Act and applicable state or foreign securities laws or are sold in transactions which are exempt from such registration, and (ii) except in compliance with Section 5 of the Certificate of Designation, which may require the prior written consent of the Company’s board of directors. Subscriber therefore agrees not to sell, assign, transfer or otherwise dispose of the Securities (i) unless a registration statement relating thereto has been duly filed and become effective under the Securities Act and any applicable state or foreign securities laws laws, or (ii) an exemption from registration under such act and such laws which, unless in the opinion of counsel satisfactory to the Company no such registration is required under the circumstances, and (ii) except in compliance with Section 5 of the Certificate of Designation. There is not currently, and it is unlikely that in the future there will exist, a public market for the holder of such SharesSecurities; and accordingly, which counsel and opinion are reasonably satisfactory to counsel for the Companyabove and other reasons, is available. Purchaser also understands and agrees that Subscriber may not be able to liquidate an investment in the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent Securities for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSan indefinite period.

Restrictions on Transfer. Purchaser understands (a) The Holder acknowledges that he has been advised by the Company that this Warrant and agrees the Warrant Shares issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that the Shares acquired pursuant to this subscription are Warrant is being offered pursuant to Section issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act thereunder relating to transactions by an issuer not involving any public offering, and that such Shares the Company’s reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and any interests thereinthe rules and regulations thereunder on the transfer of securities. In particular, may the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and the Company shall not be offeredrequired to give any effect to any such sale, soldassignment or transfer, transferred, pledged or otherwise disposed of except pursuant to unless (i) an effective registration statement the sale, assignment or transfer of the Securities is registered under the Securities Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant and will acquire the Securities for his own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the Warrant and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or “blue-sky” laws or (ii) an exemption is exempt from registration under such act and such laws which, and/or qualification. The Holder has no need for liquidity in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for its investment in the Company, and is availableable to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. Purchaser also understands and agrees The Holder is an “accredited investor” as such term is defined in Rule 501 (the provisions of which are known to the Holder) promulgated under the Act. The Holder acknowledges that the securities shall bear the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: THE SHARES REPRESENTED BY THIS CERTIFICATE “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933. SUCH SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLDSOLD OR OFFERED FOR SALE, MORTGAGED, PLEDGEDTRANSFERRED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR WITH RESPECT THERETO UNDER SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS NOT REQUIRED AVAILABLE UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSSUCH ACT.”

Restrictions on Transfer. Purchaser The Consultant understands and agrees that the Shares acquired Securities purchased pursuant to this subscription Agreement are being offered pursuant to Section 4(2) of the Securities Act thereunder of 1933, as amended, (the "Securities Act"), and that such Shares shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Sharesthe Securities, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser The Consultant represents that he is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Consultant also understands and agrees that the following legend shall appear on all certificates representing such Shares Securities and that the Company may give appropriate instructions to the transfer agent for the Shares Securities to enforce such restrictions: THE SHARES THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES SECURITIES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser understands and The Holder of this Warrant, by acceptance ------------------------ thereof, agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests thereinthat, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) absent an effective notification under Regulation A or registration statement statement, in either case under the Securities Act and of 1933 (the "Act"), covering the disposition of this Warrant or the Common Stock issued or issuable upon exercise hereof, such Holder will not sell or transfer any applicable state securities laws or (ii) all of this Warrant or such Common Stock without first providing the Company with an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is availableCompany to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Purchaser also understands and Such Holder agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate issue instructions to the its transfer agent for to place, or may itself place, a "stop order" on transfers with respect to the Shares Warrant and Common Stock and that the certificates evidencing the Warrant and Common Stock which will be delivered to enforce such restrictionsHolder by the Company shall bear substantially the following legend: THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE1933, AS AMENDED, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REQUIREMENTS FOR SUCH REGISTRATION FOR NONPUBLIC OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED HEREBY OR ANY PORTION THEREOF OR INTEREST THEREIN MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT ACCOMPLISHED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES THAT ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSREQUIRED. Each Holder of this Warrant, at the time all or a portion of such Warrant is exercised, agrees to make such written representations to the Company as counsel for the Company may reasonably request, in order that the Company may be reasonably satisfied that such exercise of the Warrant and consequent issuance of Common Shares will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.

Restrictions on Transfer. Purchaser understands and agrees that Holder shall not sell, transfer (with or without consideration), assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") this Warrant or any Stock (collectively, the Shares acquired "Securities") unless the Securities are disposed of pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) in conformity with an effective registration statement under filed with the Commission pursuant to the Securities Act Act, or pursuant to an available exemption from the registration and any applicable state prospectus delivery requirements of the Securities Act, and the proposed disposition will not result in a violation of the securities laws or (ii) an exemption from registration under such act and such laws which, in of any state of the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for United States. If requested by the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions holder shall, prior to the transfer agent for of such Securities, deliver to the Shares Company a written opinion of counsel, satisfactory to enforce such restrictionsthe Company and its counsel, that the proposed disposition will comply with the requirements set forth in this Section 5. Any attempted Transfer which is not in full compliance with this Section 5 shall be null and void ab initio, and of no force or effect. In furtherance thereof, any certificate evidencing the Securities shall bear the following legend: THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES 1933, AS AMENDED, HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALETAKEN FOR INVESTMENT, AND MAY NOT BE SOLD, MORTGAGEDTRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO AGREEMENT BETWEEN THE COMPANY THAT REGISTRATION AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH AGREEMENT IS NOT REQUIRED UNDER ON FILE AT THE SECURITIES ACT PRINCIPAL OFFICES OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSTHE COMPANY. The Company may, at its option, place notations evidencing the foregoing restrictions on transfer in its shareholders register, and may place appropriate "stop transfer" instructions with its transfer agent, if any.

Restrictions on Transfer. Purchaser understands and Subscriber hereby agrees that the Shares acquired pursuant not to this subscription are being offered pursuant to Section 4(2) sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities Act thereunder and that such Shares and any interests thereinunless, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to prior thereto (ia) an effective a registration statement on the appropriate form under the Securities Act and any applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (iib) the Company has received an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of Company that such Shares, which counsel registration is not required because such transaction is exempt from registration under the Securities Act and opinion are reasonably satisfactory to counsel for the Company, is availablerules promulgated by the Securities and Exchange Commission thereunder and under all applicable state securities laws. Purchaser also understands and agrees that the following legend shall appear on all All certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsSecurities shall have endorsed thereon a legend substantially as follows: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALELAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, MORTGAGEDTRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR UNDER SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION COUNSEL, IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSAVAILABLE.” The Company agrees to cause its counsel to deliver an opinion to the Company’s transfer agent directing the removal of the foregoing legends once able to do so pursuant to applicable securities laws.

Restrictions on Transfer. Purchaser understands The Holder acknowledges that he has been advised by the Company that this Warrant and agrees the Warrant Shares issuable upon exercise thereof (collectively the “Securities”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that the Shares acquired pursuant to this subscription are Warrant is being offered pursuant to Section issued, and the shares issuable upon exercise of the Warrant will be issued, on the basis of the statutory exemption provided by section 4(2) of the Securities Act thereunder relating to transactions by an issuer not involving any public offering, and that the Company's reliance upon this statutory exemption is based in part upon the representations made by the Holder contained herein. The Holder acknowledges that he has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of the Securities shall be valid or effective, and the Company shall not be required to give any effect to any such Shares sale, assignment or transfer, unless (i) the sale, assignment or transfer of the Securities is registered under the Securities Act, and the Company has no obligations or intention to so register the Securities except as may otherwise be provided herein, or (ii) the Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act or such sale, assignment, or transfer is otherwise exempt from registration under the Securities Act. The Holder represents and warrants that he has acquired this Warrant and will acquire the Securities for his own account for investment and not with a view to the sale or distribution thereof or the granting of any interests participation therein, and that he has no present intention of distributing or selling to others any of such interest or granting any participation therein. The Holder acknowledges that the Warrant and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or registered or qualified under any applicable state securities or “blue-sky” laws or is exempt from registration and/or qualification. The Holder has no need for liquidity in its investment in the Company, and is able to bear the economic risk of such investment for an indefinite period and to afford a complete loss thereof. The Holder is an “accredited investor” as such term is defined in Rule 501 (the provisions of which are known to the Holder) promulgated under the Act. The Holder acknowledges that the securities shall bear the following legend: “These securities have not been registered under the Securities Act of 1933. Such securities may not be offered, soldsold or offered for sale, transferred, pledged hypothecated or otherwise disposed assigned in the absence of except pursuant to (i) an effective registration statement with respect thereto under such Act or an opinion of counsel to the Securities Act and any applicable state securities laws or (ii) Company that an exemption from registration for such sale, offer, transfer, hypothecation or other assignment is available under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSAct.”

Restrictions on Transfer. Purchaser The Assignee understands and agrees that (a) the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2Debentures (including the shares of Common Stock underlying such Debentures) of have not been registered under the Securities Act thereunder or the securities laws of any state, (b) the Debentures (including the shares of Common Stock underlying such Debenture) are and that will be “restricted securities” as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Securities Act (“Rule 144”), (c) the Debentures (including the shares of Common Stock underlying such Shares and any interests therein, Debenture) may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective transferred unless a registration statement for such transaction is effective under the Securities Act and any applicable state securities laws laws, or (ii) unless an exemption from such registration under provisions is available with respect to such act transaction, and (d) the Debentures (including the shares of Common Stock underlying such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following Debentures) will bear a legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionssubstantially as set forth below: NEITHER THIS DEBENTURE NOR THE SHARES REPRESENTED BY SECURITIES INTO WHICH THIS CERTIFICATE DEBENTURE IS CONVERTIBLE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE “SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALEACT”), AND AND, ACCORDINGLY, MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR AN OPINION IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser Such Buyer understands and agrees that except as provided in the Registration Rights Agreement, the issuance of the Shares acquired pursuant has not been and is not being registered under the 1933 Act or any applicable state securities laws. Such Buyer may be required to this subscription are being offered pursuant to Section 4(2) of hold the Securities Act thereunder Shares indefinitely and that such the Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act and any applicable state securities laws 1933 Act, or (ii) such Buyer shall have delivered to the Company an opinion of counsel to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration such registration, which opinion shall be reasonably acceptable to the Company. Such Buyer understands that until such time as the resale of the Shares has been registered under such act the 1933 Act as contemplated by the Registration Rights Agreement, or otherwise may be sold pursuant to an exemption from registration, certificates evidencing the Shares may bear a restrictive legend in substantially the following form (and such laws which, in a stop-transfer order may be placed against transfer of the opinion of counsel for the holder of certificates evidencing such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: ): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS(THE “ACT”). THESE THE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED FOR SALE, SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSACT, OR PURSUANT TO AN OPINION EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF COUNSEL SATISFACTORY WHICH IS TO BE ESTABLISHED TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SATISFACTION OF THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSCORPORATION.”

Restrictions on Transfer. Purchaser understands The parties acknowledge and agrees agree that as of the Closing Date none of the Shares acquired shall be registered under U.S. Federal or Blue Sky Laws and are intended to be issued pursuant to this subscription are being offered pursuant to an exemption therefrom under Rule 506 of Regulation D, Section 4(2) of the Securities Act thereunder or other applicable exemption, shall be “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act, and that such Shares and any interests therein, may not be offeredresold, soldoffered for resale, transferred, pledged pledged, distributed or otherwise disposed of except pursuant to (i) an effective registration statement hypothecated unless registered under the Securities Act and any applicable state securities laws Blue Sky Laws or (ii) an exemption exempt from such registration under such act the terms of Rule 144 or otherwise, and such laws which, in the Seller receives an opinion of counsel for satisfactory to Seller in its reasonable discretion to the holder of effect that such registration is not required. Each certificate representing any Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that shall bear a legend substantially in the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsform: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWSLAWS AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE ACT. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, MORTGAGED, PLEDGED, ASSIGNED, HYPOTHECATED OR OTHERWISE OTHER-WISE TRANSFERRED WITHOUT EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, PROVIDED THAT THE ISSUER OF THESE SECURITIES SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY ISSUER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSREQUIRED.”

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel Certificates for the holder shares of such Shares, which counsel and opinion are reasonably satisfactory Common Stock to counsel for the Company, is available. Purchaser also understands and agrees that be issued upon exercise of this Warrant shall bear the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGEDOFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE IN THE ABSENCE OF A REGISTRATION STATEMENT FOR SUCH IN EFFECT WITH RESPECT TO THE SHARES UNDER THE SECURITIES ACT OF 1933 AND OR AN EXEMPTION FROM THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWSLAWS AND THE LAWS OF OTHER APPLICABLE JURISDICTIONS. The Holder, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSby acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the “Act”), covering the disposition of this Warrant or the Common Stock issued or issuable upon exercise hereof, such Holder(s) will not sell or transfer any or all of this Warrant or such Common Stock without first providing the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. The Holder agrees that the certificates evidencing the Warrant and Common Stock which will be delivered to the Holder by the Company shall bear substantially the following legend: The Holder of this Warrant, at the time all or a portion of such Warrant is exercised, agrees to make such written representations to the Company as counsel for the Company may reasonably request, in order that the Company may be reasonably satisfied that such exercise of the Warrant and consequent issuance of Common Shares will not violate the registration and prospectus delivery requirements of the Act, or other applicable state securities laws.

Restrictions on Transfer. Purchaser The Subscriber will not make any resales or other dispositions of the Securities, by any means, including by way of any “general solicitation” or “general advertisement.” The Subscriber understands and agrees that the Shares acquired pursuant Subscriber will not be able to this subscription are being offered pursuant to Section 4(2) transfer or make any other disposition of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed without the prior written approval of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, unless such transfer or disposition is availableregistered or qualified under all applicable federal and state securities laws, or unless the Subscriber has first delivered to the applicable Company a written opinion of qualified counsel, satisfactory to the Company, that such registration or qualification is not required. Purchaser also The Subscriber understands and agrees that any certificate representing the Securities will bear the following legend shall appear evidencing the restrictions on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsdescribed therein: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGEDTRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR UNDER SUCH SHARES SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS COVERING SUCH SECURITIES OR THE SALE IS MADE IN ACCORDANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AND THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION IS NOT REQUIRED UNDER THE AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH SECURITIES ACT OF 1933 OR UNDER AND ANY APPLICABLE STATE SECURITIES LAWS.”

Restrictions on Transfer. Purchaser understands Subscriber acknowledges that (a) the offer and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) sale of the Securities Act thereunder has not been registered under the Securities Act, or applicable state securities laws, and that such Shares and any interests therein, the Securities may not be offered, sold, transferred, pledged pledged, or otherwise disposed of except pursuant unless subsequently so registered or unless the Subscriber delivers to (i) the Company an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the CompanyCompany that such sale, transfer, pledge or disposition is available. Purchaser also understands exempt from the registration requirements of the Securities Act; (b) the Company is under no obligation to register or facilitate any resale of the Shares, the Warrants or the Warrant Shares; and agrees that (c) the Shares and, upon issuance, the Warrant Shares registered in the name of the Subscriber on the Transfer Agent’s records in book-entry form under The Direct Registration System shall contain the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsnotation: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALELAWS AND, AND ACCORDINGLY, MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933 THE SECURITIES ACT AND ANY IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS. The Subscriber further agrees that certificates or other instruments evidencing the Warrants shall bear the foregoing notation as a legend thereon.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. (a) The Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement acknowledges that the Securities are not registered under the Securities Act and that the Securities must be held indefinitely by it unless they are subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Securities under Rule 144 promulgated by the SEC under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for use by the Purchaser for resale of any such Securities and that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as provided in Section 6 hereof, the Company is not obligated to register under the Securities Act any sale, transfer or other disposition of the Securities , (v) is aware that the Company shall not be required to register the transfer of the Securities on the books of the Company unless the Company shall have been provided with an opinion of counsel satisfactory to it prior to such transfer to the effect that registration under the Securities Act or any applicable state securities laws law has been effected or is not required in connection with the transaction resulting in such transfer, and (iivi) an exemption from registration under such act is aware that the Securities, and such laws whicheach certificate representing the shares of Common Stock, the Additional Common Stock and any shares of common stock or other securities issued in the opinion of counsel for the holder respect of such Sharesshares of Common Stock or shares of Additional Common Stock upon any stock split, which counsel and opinion are reasonably satisfactory to counsel for the Companystock dividend, is available. Purchaser also understands and agrees that recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.3) be stamped or otherwise imprinted with the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: THE SHARES REPRESENTED BY THIS CERTIFICATE "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLD, MORTGAGEDOFFERED TO SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT FOR SUCH SHARES RELATING TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR (iii) AN OPINION OF 1933 COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION LAWS IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSAVAILABLE."

Restrictions on Transfer. Purchaser understands This Warrant and agrees that the Shares acquired pursuant of Common Stock or other securities issued upon exercise of this Warrant shall be subject to a stop-transfer order (except with respect to a transfer by the original Holder of this subscription are being offered pursuant Warrant to Section 4(2its partners) of and the Securities Act thereunder and that certificate or certificates evidencing any such Shares and any interests thereinor securities shall bear the following legend, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, unless in the opinion of counsel for to the holder Holder exercising any Warrant such legend is not required in order to comply with the Securities Act of such Shares1933, as amended (the "Securities Act"), which counsel and opinion are shall be reasonably satisfactory to counsel for the Company, is available. Purchaser also understands or unless the offering and agrees that sale of the following Shares or other securities issued upon exercise of the Warrants have been registered under the Securities Act, and in each such case such restriction on transfer and legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsbe removed: "THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE EXCEPT UPON SUCH REGISTRATION STATEMENT FOR SUCH SHARES UNDER OR UPON DELIVERY TO THE SECURITIES ACT CORPORATION OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION STATING THAT SUCH SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES SUCH ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES AND LAWS."

Restrictions on Transfer. Purchaser Such Buyer understands and agrees that except as provided in the Registration Rights Agreement, the issuance of the Shares acquired pursuant has not been and is not being registered under the 1933 Act or any applicable state securities laws. Such Buyer may be required to this subscription are being offered pursuant to Section 4(2) of hold the Securities Act thereunder Shares indefinitely and that such the Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act and any applicable state securities laws 1933 Act, or (ii) such Buyer shall have delivered to the Company an opinion of counsel to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration such registration, which opinion shall be reasonably acceptable to the Company. Such Buyer understands that until such time as the resale of the Shares has been registered under such act the 1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, certificates evidencing the Shares may bear a restrictive legend in substantially the following form (and such laws which, in a stop-transfer order may be placed against transfer of the opinion of counsel for the holder of certificates evidencing such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: ): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE THE SECURITIES LAWSLAW OF ANY STATE. THESE THE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OFFERED FOR SUCH SHARES UNDER SALE UNLESS THEY HAVE FIRST BEEN SO REGISTERED OR UNLESS THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN COMPANY RECEIVES A WRITTEN OPINION OF FROM LEGAL COUNSEL SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSREQUIRED.”

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant Company shall cause the legends set forth below, or substantially equivalent legends, to this subscription are being offered pursuant to Section 4(2be placed upon any certificate(s) evidencing ownership of the Securities Act thereunder and Shares, together with any other legends that such Shares and any interests therein, may not be offered, sold, transferred, pledged required by the Company or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any by applicable state or federal securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslaws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWSLAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT OF 1933 OR UNDER AND ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND LOCK-UP PERIOD AS SET FORTH IN THE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND LOCK-UP PERIOD ARE BINDING ON TRANSFEREES OF THESE SECURITIES.

Restrictions on Transfer. Purchaser understands Unless this Option or the Option Shares, as applicable, have been registered, this Option and agrees that the Certificates representing the Option Shares acquired pursuant to shall be stamped or otherwise imprinted with a legend substantially in the following form: In the case of this subscription are being offered pursuant to Section 4(2) Option: "THIS OPTION HAS NOT BEEN REGISTERED UNDER THE SECURI-TIES ACT OF 1933, AND NEITHER THIS OPTION NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS OPTION MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT AS EXPRESSLY PERMITTED UNDER THE TERMS OF THIS OPTION." In the case of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Option Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE THE SECURITIES LAWSLAWS OF ANY STATE. THESE SUCH SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE EXCEPT UPON SUCH REGISTRATION STATEMENT FOR SUCH SHARES UNDER OR UPON DELIVERY TO THE SECURITIES ACT CORPORATION OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF FOR SUCH SALE OR TRANSFER." Specifically, in connection with the Securities Act of 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS(the "Act"), and the Texas Securities Act, upon exercise of this Option, unless a registration statement under such Acts is effective with respect to the Option Shares, the Company shall not be required to issue such Option Shares unless the Company has received evidence satisfactory to it to the effect that the holder of such Option is acquiring such Option Shares for investment and not with a view to the distribution thereof and that such Option Shares may otherwise be issued without registration under such Acts. The Holders' rights hereunder are personal. The Holder may not transfer his rights or interest in this Option and this Option is exercisable solely by the Holder in accordance with the provisions hereof. The Holder may not transfer this Option or any interest in this Option otherwise than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined in the Code or as required by Title 1 of the Employee Retirement Income Securities Act of 1994, as amended. This Option shall be exercisable during the lifetime of the Holder only by the Holder (or by the administrator or executor of the Holder's estate in the case of death or the Holder's guardian or power of attorney representative in the case of disability). This Option shall be null and void and without effect upon the bankruptcy of the Holder, or upon any attempted assignment, transfer, hypothecation or other disposition, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, attachment, trustee process or similar process, whether legal or equitable, of such Option.

Restrictions on Transfer. The Purchaser acknowledges and understands and agrees that the Purchaser must bear the economic risk of its investment in the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) for an indefinite period of time because the Shares have not been registered under the Securities Act thereunder and that such Shares and any interests thereinand, may therefore, cannot voluntarily be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement unless registered under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration under such act is available and such laws which, in compliance with applicable state and foreign securities laws. The certificates representing the opinion of counsel for Shares issued to the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that will bear a legend in substantially the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsform: THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, MORTGAGEDTRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE PROVISIONS OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSA STOCK PURCHASE AGREEMENT DATED AS OF JUNE 9, 2000. The Purchaser agrees that any sale, transfer, pledge, hypothecation or other disposition of the Shares shall be made in compliance with such legends.

Restrictions on Transfer. Purchaser understands Subscriber acknowledges that (a) the offer and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) sale of the Securities Act thereunder has not been registered under the Securities Act, or applicable state securities laws, and that such Shares and any interests therein, the Securities may not be offered, sold, transferred, pledged pledged, or otherwise disposed of except pursuant unless subsequently so registered or unless the Subscriber delivers to (i) the Company an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the CompanyCompany that such sale, transfer, pledge or disposition is available. Purchaser also understands exempt from the registration requirements of the Securities Act; (b) the Company is under no obligation to register or facilitate any resale of the Preferred Shares, the Converted Preferred Shares, the Warrants or the Warrant Shares; and agrees that (c) certificates evidencing the following legend shall appear on all certificates representing such Preferred Shares and that instruments evidencing the Company may give appropriate instructions to the Warrants shall bear legends thereon noting such restrictions on transfer agent for the Shares to enforce such restrictionsas follows: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALELAWS AND, AND ACCORDINGLY, MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933 THE SECURITIES ACT AND ANY IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. The Subscriber further agrees that all or some of the Converted Preferred Shares and the Warrant Shares, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSas applicable, upon issuance whether in certificated form or in book-entry form (by the Company’s transfer agent and registrar for its common stock under The Direct Registration System) may be subject to such restrictions on transfer and, to the extent so, shall be encumbered by stop transfer orders and restrictive legends, as applicable.

Restrictions on Transfer. The Purchaser acknowledges and understands and agrees that the Purchaser must bear the economic risk of its investment in the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) for an indefinite period of time because the Shares will not have been registered under the Securities Act thereunder and that such Shares and any interests thereinand, may therefore, cannot voluntarily be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement unless registered under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration under such act is available and such laws which, in compliance Portions of this Exhibit were omitted and have been filed separately with the opinion Secretary of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory Commission pursuant to counsel for the Company, is available’s application requesting confidential treatment under Rule 406 of the Securities Act. with applicable state and foreign securities laws. The certificates representing the Shares issued to the Purchaser also understands and agrees that will bear a legend in substantially the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsform: THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE “SECURITIES LAWSACT”). THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, MORTGAGEDTRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED, OR A SALE PURSUANT TO RULE 144 OF THE SECURITIES ACT ACT. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE PROVISIONS OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSA STOCK PURCHASE AGREEMENT DATED AS OF MARCH 11, 2005. The Purchaser agrees that any sale, transfer, pledge, hypothecation or other disposition of the Shares shall be made in compliance with such legends.

Restrictions on Transfer. Purchaser Such Buyer understands and agrees that except as provided in the Registration Rights Agreement, the issuance of the Shares acquired pursuant has not been and is not being registered under the 1933 Act or any applicable state securities laws. Such Buyer may be required to this subscription are being offered pursuant to Section 4(2) of hold the Securities Act thereunder Shares indefinitely and that such the Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act and any applicable state securities laws 1933 Act, or (ii) such Buyer shall have delivered to the Company an opinion of counsel to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration such registration, which opinion shall be reasonably acceptable to the Company. Such Buyer understands that until such time as the resale of the Shares has been registered under such act the 1933 Act as contemplated by the Amended Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, certificates evidencing the Shares may bear a restrictive legend in substantially the following form (and such laws which, in a stop-transfer order may be placed against transfer of the opinion of counsel for the holder of certificates evidencing such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: ): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE THE SECURITIES LAWSLAW OF ANY STATE. THESE THE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OFFERED FOR SUCH SHARES UNDER SALE UNLESS THEY HAVE FIRST BEEN SO REGISTERED OR UNLESS THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN COMPANY RECEIVES A WRITTEN OPINION OF FROM LEGAL COUNSEL SATISFACTORY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSREQUIRED.”

Restrictions on Transfer. Such Purchaser understands and agrees that (a) it will not offer, sell, pledge, hypothecate, or otherwise dispose of the Shares securities to acquired pursuant to this subscription are being offered pursuant Agreement other than to Section 4(2) of the Securities Act thereunder and that its "affiliates" unless such Shares and any interests thereinoffer, may not be offeredsale, soldpledge, transferred, pledged hypothecation or otherwise disposed of except pursuant to other disposition is (i) an effective registration statement registered under the Securities Act and any applicable state securities laws Act, or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for extent that such offer, sale, pledge, hypothecation or other disposition thereof does not violate the Shares Securities Act, and (b) the securities acquired pursuant to enforce such restrictionsthis Agreement (and all securities acquired on the conversion or exercise thereof) shall bear a legend stating in substance: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE THE SECURITIES LAWSLAWS OF ANY STATE. THESE SHARES SECURITIES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, EXCHANGED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY EXTENT THAT REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES SUCH ACT OF 1933 OR UNDER APPLICABLE STATE LAWS OR (B) PURSUANT TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ALL APPLICABLE STATE SECURITIES LAWSOR "BLUE SKY" LAWS WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE PURCHASER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT.

Restrictions on Transfer. Purchaser understands Shares may only be disposed of in compliance with state and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) federal securities laws. In connection with any transfer of the Securities Act thereunder Shares, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in Act. Certificates evidencing the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that Shares will contain the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE “SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALEACT”), AND AND, ACCORDINGLY, MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933 THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR AN LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER TRANSFEROR TO SUCH EFFECT, THE SECURITIES ACT SUBSTANCE OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSWHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictions on Transfer. Purchaser understands and agrees (a) Buyer (i) acknowledges that the Shares acquired pursuant Securities are not registered under the 1933 Act and that the Securities must be held indefinitely by it unless they are subsequently registered under the 1933 Act or an exemption from registration is available, (ii) is aware that any routine sales of ths and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for use by Buyer for resale of any such Securities and that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as provided in Section 5 hereof, Seller is not obligated to this subscription are being offered pursuant register under the 1933 Act any sale, transfer or other disposition of the Securities, (v) is aware that Seller shall not be required to Section 4(2) register the transfer of the Securities Act thereunder and on the books of Seller unless Seller shall have been provided with an opinion of counsel satisfactory to it prior to such transfer to the effect that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities 1933 Act and or any applicable state securities laws law is not required in connection with the transaction resulting in such transfer, and (vi) is aware that the Securities, and each certificate representing the Securities and any shares of Common Stock or (ii) an exemption from registration under such act and such laws which, other securities issued in the opinion of counsel for the holder respect of such SharesSecurities upon any stock split, which counsel and opinion are reasonably satisfactory to counsel for the Companystock dividend, is available. Purchaser also understands and agrees that recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.4) be stamped or otherwise imprinted with the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS."

Restrictions on Transfer. Purchaser understands This Debenture and any Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Xxxxxxxxx agrees that this Debenture and the Shares to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such Shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) of a registration statement relating to this Debenture or such Shares has been filed by the Company and declared effective by the SEC. Each certificate for Shares deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect unless sold pursuant to Rule 144 under the Securities Act. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that the Shares Debenture and the shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to the Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except securities have been sold pursuant to (i) an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act and any applicable state of 1933 (the "Act"). The securities laws may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Act or (ii) pursuant to an exemption from registration under such act and such laws which, the Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of such Sharesrecord of this certificate to the Secretary of the issuer of this certificate at the principal executive offices of the issuer of this certificate." This note will be considered to have been issued with Original Issue Discount ("OID") for purposes of sections 1271 et. seq. of the Internal Revenue Code of 1986, as amended. The issue date of this note is August 21, 2002. For information regarding the issue price, amount of OID per $1,000 of principal amount and yield to maturity of this note for purposes of the OID rules, please contact Xxxx Xxxxx at eMagin Corporation. Notwithstanding the above, the Holder shall not transfer this Debenture or any Common Shares issueable or any rights hereunder to any person or entity which counsel and opinion are reasonably satisfactory to counsel for is engaged in a business that in the reasonable judgment of the Company is in competition with the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser understands and agrees Holder hereby acknowledges that neither this Option nor the shares of Option Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of have been registered under the Securities Act thereunder of 1933, as amended (the “Securities Act”) or any state securities laws, as amended (“Blue Sky Laws”). Holder represents that this Option has been acquired for investment purposes and not with a view to distribution or resale and acknowledges that such Shares and any interests therein, this Option may not be offeredpledged, hypothecated, sold, transferredmade subject to a security interest, pledged or otherwise disposed of except pursuant to transferred without (ia) an effective registration statement for such Option under the Securities Act and any such applicable state securities laws Blue Sky Laws or (iib) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the CompanyCompany that registration is not required under the Securities Act or under any applicable Blue Sky Laws. Transfer of the Option Shares issued upon the exercise of this Option shall be restricted in the same manner and to the same extent as the Option and the other shares of the Company and the certificates, is available. Purchaser also understands and agrees that if any, representing such shares of Option Shares shall bear substantially the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegends: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, LAW AND MAY NOT BE SOLDOFFERED, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE UNTIL (a) A REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR AN (b) IN THE OPINION OF COUNSEL SATISFACTORY ACCEPTABLE TO THE COMPANY THAT COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED UNDER IN CONNECTION WITH SUCH PROPOSED TRANSFER. THE SECURITIES ACT SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS PURSUANT TO THE TERMS OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSTHE COMPANY’S (a) INVESTORS’ RIGHTS AGREEMENT, (b) RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT, (c) REGISTRATION RIGHTS AGREEMENT AND (d) VOTING AGREEMENT, EACH DATED AS OF OCTOBER 30, 2009. COPIES OF THESE AGREEMENTS MAY BE OBTAINED FROM THE COMPANY’S ASST. SECRETARY.

Restrictions on Transfer. Purchaser A. University hereby makes the investment representations and warranties listed on Exhibit A to the Company as of the date of this Agreement, and agrees that such representations and warranties are incorporated into this Agreement in their entirety by this reference, such that the Company may rely on them in issuing the Shares. University understands and agrees that the Shares acquired pursuant Company shall cause the legends set forth below, or substantially equivalent legends, to this subscription are being offered pursuant to Section 4(2be placed upon any certificate(s) evidencing ownership of the Securities Act thereunder and Shares, together with any other legends that such Shares and any interests therein, may not be offered, sold, transferred, pledged required by the Company or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any by applicable state or federal securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslaws: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE STATE THE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALELAWS OF ANY STATE, AND MAY NOT BE SOLD, MORTGAGEDTRANSFERRED, PLEDGEDASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSUP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF THE COMPANY, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE UW/Achaogen Exclusive Patent License Agreement Annex A - Stock Issuance Agreement ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES. University (and any subsequent transferee thereof) agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Shares, or any beneficial interest therein, unless and until (x) the transferee thereof has agreed in writing for the benefit of the Company to take and hold such securities subject to, and to be bound by, the terms and conditions set forth in this Agreement, and (y) the transferee has delivered to the Company representations and warranties substantially similar to those set forth on Exhibit A hereto.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares ------------------------- deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares of Common Stock underlying this Debenture has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for issuer of this certificate at the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSprincipal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands and agrees The Shareholders acknowledge that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) shares of the Securities Act thereunder Exchanged CTI Stock must be held and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement for value unless they are subsequently registered under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands CTI is under no obligation to register the Exchanged CTI Stock under the Securities Act. If Rule 144 is available (and agrees no assurance is given that it will be), only sales of such Exchanged CTI Stock in limited amounts can be made in reliance upon Rule 144 in accordance with the terms and conditions of that rule. CTI is under no obligation to the undersigned to make Rule 144 available, and in the event Rule 144 is not available, compliance with Regulation A or some other disclosure exemption may be required before the Shareholders can sell, transfer, or otherwise dispose of such Exchanged CTI Stock without registration under the Securities Act. CTI's registrar and transfer agent will maintain a stop transfer order against the registration of transfer of the Exchanged CTI Stock, and the certificate representing the Exchanged CTI Stock will bear a legend in substantially the following legend shall appear on all certificates representing form so restricting the sale of such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionssecurities: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THESE SHARES THE SECURITIES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, FOR INVESTMENT AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSACT.

Restrictions on Transfer. Purchaser understands Regardless of whether the offering and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) sale of the Securities Act thereunder and that such Option Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement has been registered under the Securities 1933 Act and any applicable state or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on the sale, pledge or other transfer of Employee's shares (iiincluding the placement of appropriate legends on stock certificates) an exemption from registration under such act and such laws whichif, in the opinion judgment of counsel for the holder Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of such Sharesthe 1933 Act, the securities laws of any state or any other law. In the event that the sale of Employee's shares is not registered under the 1933 Act, but an exemption is available which counsel and opinion are reasonably satisfactory required an investment representation or other representation, Employee shall be required as a condition precedent to counsel for the Company's delivering of shares to Employee, is available. Purchaser also understands and agrees to represent that the following legend shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section shall appear be conclusive and binding on all persons. Stock certificates representing evidencing shares acquired under this Agreement pursuant to an unregistered transaction shall bear the following restrictive legend and such Shares and that other restrictive legends as are required or deemed advisable under the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsprovisions of any applicable law: "THE SHARES SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 OR APPLICABLE STATE ACT"). ANY TRANSFER OF SUCH SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH WILL BE INVALID UNLESS A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES 1933 ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, IS IN EFFECT AS TO SUCH TRANSFER OR AN IN THE OPINION OF COUNSEL SATISFACTORY TO FOR THE COMPANY THAT ISSUER SUCH REGISTRATION IS NOT REQUIRED UNDER UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSACT".

Restrictions on Transfer. Purchaser The Seller understands and agrees that the Shares acquired will bear a legend substantially similar to the legend set forth below in addition to any other legend that may be required by applicable law or by any agreement between the Buyer and the Seller. Upon receipt of certifications from the Seller reasonably satisfactory to the Buyer’s counsel, the Buyer shall cause the legend to be removed in accordance with, and pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests thereinto, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement Rule 144 promulgated under the Securities Act and any other applicable federal and state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is availableLaws. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND ANY REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWSLAWS PROVIDED THAT AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED WARRANTS EVIDENCED BY THIS WARRANT CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF EXCEPT IN THE LIMITED INSTANCES PROVIDED IN SECTION 14 OF THE AGREEMENT. ACCORDINGLY, SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSACTS IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION PROVISIONS THEREOF. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALEThe holder hereof acknowledges that the Conversion Securities may not be directly or indirectly sold, AND MAY NOT BE SOLDtransferred or otherwise disposed of in violation of the provisions of the Acts. Any purported sale, MORTGAGEDtransfer or other disposition of this Warrant Certificate, PLEDGEDthe Warrants evidenced hereby or the Conversion Securities in violation of this provision shall be void and the Company shall not be required to recognize the same. Compliance with this provision is the responsibility of the holder. Each certificate representing Conversion Securities shall bear a legend substantially similar to the bold-faced legend appearing in Section 15 of the Agreement. Reference is made to Sections 14, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS15 and 16 of the Agreement that relate to the non-transferability of the Warrants, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSthe type of legend that shall be imprinted on Conversion Securities and the rights of the holders of Conversion Securities to secure registration of their securities under the Acts under certain circumstances. Such sections are incorporated by reference herein. The Company shall deem and treat the registered holder of this Warrant Certificate as the true and lawful owner of the Warrants evidenced hereby for all purposes, any claims of another person to the contrary notwithstanding.

Restrictions on Transfer. Purchaser understands and agrees I understand that (i) the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of have not been registered under the Securities Act thereunder or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the fairness of an investment in the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. I acknowledge that such Shares the Shares, when issued, will be subject to restrictions on transferability and any interests therein, may not be offeredresold, sold, transferred, pledged assigned or otherwise disposed of except pursuant to (i) an effective registration statement unless they are subsequently registered under the Securities Act and any under applicable state securities laws of certain states or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that I further acknowledge that, notwithstanding the following legend shall appear on all certificates representing such Shares and Company’s commitment herein, there can be no assurance that the Company may give appropriate instructions to the transfer agent will file any registration statement for the securities I am purchasing, that such registration statement, if filed, will be declared effective or, if declared effective, that the Company will be able to keep it effective until I sell the securities registered thereon. I understand that each certificate evidencing the Shares will bear the legends substantively similar to enforce such restrictionsthat set forth below: THE SHARES REPRESENTED BY “THIS CERTIFICATE HAVE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (“ACT”), OR APPLICABLE UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES WITH RESPECT THERETO UNDER THE SECURITIES ACT OF 1933 AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWSLAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT COMPANY’S SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT WITH THE HOLDER SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSTHE SHARES. A COPY OF SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE. SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT ALSO CONTAINS CERTAIN RESTRICTIONS REGARDING THE TRANSFER OF SUCH SECURITIES.”

Restrictions on Transfer. Purchaser understands Shares may only be disposed of in compliance with state and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) federal securities laws. In connection with any transfer of the Securities Act thereunder Shares, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in Act. Certificates evidencing the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that Shares will contain the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: THE SHARES REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE “SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALEACT”), AND AND, ACCORDINGLY, MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OFFERED OR OTHERWISE TRANSFERRED WITHOUT SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933 THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR AN LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER TRANSFEROR TO SUCH EFFECT, THE SECURITIES ACT SUBSTANCE OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSWHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. The Subscribers are advised that after six months have elapsed from the date of the exchange the Shares may be sold by a Subscriber in a brokers’ transaction (as defined in Rule 144(g)), directly to a market maker, or in a riskless principal transaction (as defined in Rule 144(f)) without further restriction under the Securities Act subject to complying with the conditions of Rule 144 adopted under the Securities Act, which include (a) the Subscriber is not an Affiliate of the Company and has not been an Affiliate during the three months preceding the date of sale, (b) the Company has filed all required reports under section 13 of the Exchange Act during the 12 months preceding the date of sale, and (c) the Company has submitted and posted on its website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of SEC Regulation S-T during the 12 months preceding such sale.

Restrictions on Transfer. Purchaser understands This Warrant and agrees that the Shares acquired pursuant to this subscription shares of Common Stock issuable upon the exercise hereof (collectively, the "Warrant Securities") are being offered pursuant to Section 4(2) of not registered upon the Securities Act thereunder of 1933, as amended (the "Securities Act") or any state securities laws. The Warrant Securities are subject to restrictions on transferability and that such Shares resale and any interests therein, may not be offered, sold, transferred, pledged transferred or otherwise disposed of resold except pursuant to (i) an effective registration statement as permitted under the Securities Act and applicable state securities laws. Each certificate representing shares of Common Stock issuable upon the exercise of this Warrant shall bear the following legend (in addition to any legend required under applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: any other applicable agreement): THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE 1933, AS AMENDED (THE "ACT") NOR UNDER ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE PLEDGED, SOLD, MORTGAGED, PLEDGEDASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser understands and agrees The Shareholders acknowledge that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) shares of the Securities Act thereunder Exchanged CTI Stock must be held and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement for value unless they are subsequently registered under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands CTI is under no obligation to register the Exchanged CTI Stock under the Securities Act, except as may be expressly agreed to by it in writing. If rule 144 is available (and agrees no assurance is given that it will be, except as provided in section 4.09 of this Agreement, after two years and prior to three years following the date the shares are fully paid for, only sales of such Exchanged CTI Stock in limited amounts can be made in reliance upon rule 144 in accordance with the terms and conditions of that rule. CTI is under no obligation to the undersigned to make rule 144 available, except as may be expressly agreed to by it in writing in this Agreement, and in the event rule 144 is not available, compliance with regulation A or some other disclosure exemption may be required before the Shareholders can sell, transfer, or otherwise dispose of such Exchanged CTI Stock without registration under the Securities Act. CTI's registrar and transfer agent will maintain a stop transfer order against the registration of transfer of the Exchanged CTI Stock, and the certificate representing the Exchanged CTI Stock will bear a legend in substantially the following legend shall appear on all certificates representing form so restricting the sale of such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionssecurities: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THESE SHARES THE SECURITIES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, FOR INVESTMENT AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSACT.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Company that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.” ___________________ Initials ____________________ Initials

Restrictions on Transfer. Purchaser Canopy understands and agrees that the Shares acquired pursuant to this subscription Securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being offered pursuant to Section 4(2) of the Securities Act thereunder acquired from MTI in a transaction not involving a public offering and that under such Shares laws and any interests therein, applicable regulations such securities may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective resold without registration statement under the Securities Act of 1933, as amended (the “Act”), only in certain limited circumstances. In this connection Canopy represents that it is familiar with Rule 144, promulgated under the Act as presently in effect, and understands the resale limitations imposed thereby and by the Act. CANOPY UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN MTI’S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF ITS INVESTMENT. Canopy understands that the Securities have not been and will not be registered under the Act and have not been and will not be registered or qualified in any state in which they are offered, and thus Canopy will not be able to resell or otherwise transfer its Securities unless they are registered under the Act and registered or qualified under applicable state securities laws laws, or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, or qualification is available. Purchaser also understands Canopy has no immediate need for liquidity in connection with this investment and agrees does not anticipate that it will need to sell its Securities in the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: foreseeable future. THE SHARES REPRESENTED BY SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS CERTIFICATE HAVE AGREEMENT HAS NOT BEEN REGISTERED UNDER QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF THE SECURITIES ACT OR THE PAYMENT OR RECEIPT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER ANY PART OF THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY CONSIDERATION THEREFOR PRIOR TO THE COMPANY THAT REGISTRATION QUALIFICATION IS NOT REQUIRED UNDER UNLAWFUL, UNLESS THE SALE OF SECURITIES ACT IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSTHE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. In witness whereof, the undersigned has executed this Amendment as of the date first set forth above. THE CANOPY GROUP, INC., a Utah corporation By: /s/ E. Bxxx Xxxxxx Title: VP/Treasurer MTI TECHNOLOGY CORPORATION, a Delaware corporation By: /s/ Sxxxx Xxxxxxxxx 6/20/06 Title: CFO

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED WARRANTS EVIDENCED BY THIS WARRANT CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF EXCEPT IN THE LIMITED INSTANCES PROVIDED IN SECTION 16 OF THE AGREEMENT. ACCORDINGLY, SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSACTS IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION PROVISIONS THEREOF. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALEThe holder hereof acknowledges that the Conversion Securities may not be directly or indirectly sold, AND MAY NOT BE SOLDtransferred or otherwise disposed of in violation of the provisions of the Acts. Any purported sale, MORTGAGEDtransfer or other disposition of this Warrant Certificate, PLEDGEDthe Warrants evidenced hereby or the Conversion Securities in violation of this provision shall be void and the Company shall not be required to recognize the same. Compliance with this provision is the responsibility of the holder. Each certificate representing Conversion Securities shall bear a legend substantially similar to the bold-faced legend appearing in Section 17 of the Agreement. Reference is made to Sections 16, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS17, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS18 and 19 of the Agreement that relate to the non-transferability of the Warrants, the type of legend that shall be imprinted on Conversion Securities and the rights of the holders of Conversion Securities to secure registration of their securities under the Acts under certain circumstances. Such sections are incorporated by reference herein. The Company shall deem and treat the registered holder of this Warrant Certificate as the true and lawful owner of the Warrants evidenced hereby for all purposes, any claims of another person to the contrary notwithstanding.

Restrictions on Transfer. Purchaser understands The parties hereto acknowledge and agrees agree that the Shares acquired shares of Parent Common Stock issuable to the Company Stockholders pursuant to this subscription are being offered pursuant to Agreement hereof shall constitute “restricted securities” within the meaning of Rule 144 of the Securities Act and will be issued in a private placement transaction in compliance with Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not Regulation D promulgated thereunder. The certificates evidencing the shares of Parent Common Stock to be offered, sold, transferred, pledged or otherwise disposed of except issued pursuant to (i) an effective registration statement this Agreement shall bear appropriate legends to identify such privately placed shares as being “restricted securities” under the Securities Act Act, to comply with state and any applicable state federal securities laws or (ii) an exemption from registration under such act and such laws whichand, in if applicable, to notice the opinion of counsel for the holder restrictions on transfer of such Shares, which counsel and opinion are reasonably satisfactory to counsel for shares including the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that name of the Company may give appropriate instructions to and the transfer agent for date of the Shares to enforce such restrictionsacquisition, including the following: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS1933, AS AMENDED. THESE SUCH SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE PLEDGED IN THE ABSENCE OF SUCH REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSEXEMPTION FROM SUCH REGISTRATION.”

Restrictions on Transfer. Purchaser understands and Seller agrees that not to make any transfer or disposition of all or any portion of the Shares acquired Common Stock issued as consideration pursuant to this subscription are being offered pursuant to Section 4(2Agreement unless and until: (a) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective there is then in effect a registration statement under the Securities Act covering such proposed disposition and any applicable state securities laws such disposition is made in accordance with such registration statement; or (iib) an exemption from registration under such act and such laws which, in (A) the opinion of counsel for the holder of such Shares, which counsel and opinion are transferee has provided a written representation reasonably satisfactory to counsel for Seller that such transferee is an accredited investor, as such term is defined in Rule 501 promulgated under the CompanySecurities Act, is available. Purchaser also understands and agrees to be bound by the terms of this Agreement, (B) the Seller shall have notified Purchaser of the proposed disposition and shall have furnished Purchaser with a reasonably detailed statement of the circumstances surrounding the proposed disposition and (C) Seller shall have furnished Purchaser with an opinion of counsel, reasonably satisfactory to Purchaser, that such disposition will not require registration of such shares under the Securities Act; provided, that, routine sales under Rule 144 promulgated under the Securities Act shall not require the delivery of such an opinion by Seller; Purchaser shall, as soon as reasonably practicable following receipt of notice of such sale, instruct its transfer agent to effect such transactions. Each certificate or warrant representing Securities shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions substantially similar to the transfer agent for the Shares to enforce such restrictionsfollowing: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE1933, AS AMENDED, AND MAY NOT BE SOLD, MORTGAGEDTRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR UNLESS AND UNTIL REGISTERED UNDER SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSREQUIRED."

Restrictions on Transfer. Purchaser understands and agrees that If appropriate, each certificate representing the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not shall be offered, sold, transferred, pledged stamped or otherwise disposed of except pursuant imprinted with a legend substantially in the following form (in addition to (i) an effective registration statement under the Securities Act and any legend required by applicable state securities or “blue sky” laws and/or set forth in, or (ii) an exemption from registration under such act and such laws whichrequired by, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES other Transaction Documents): THESE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY UNDER APPLICABLE STATE SECURITIES LAWS, LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED. MPA agrees to reissue certificates representing any of the Shares, without the legend set forth above if at such time, prior to making any transfer of any such securities, such holder thereof shall give written notice to MPA describing the manner and terms of such transfer and removal as MPA may reasonably request. Such proposed transfer and removal will not be effected until: (a) either (i) MPA has received an opinion of counsel reasonably satisfactory to MPA, to the effect that the registration of the Shares under the Securities Act is not required in connection with such proposed transfer, (ii) a registration statement under the Securities Act covering such proposed disposition has been filed by MPA with the Commission and has become effective under the Securities Act, (iii) MPA has received other evidence reasonably satisfactory to it that such registration and qualification under the Securities Act and state securities laws are not required, or (iv) the holder provides MPA with reasonable assurances that such security can be sold pursuant to Rule 144; and (b) compliance with applicable state securities or “blue sky” laws has been effected or a valid exemption exists with respect thereto. MPA will respond to any such notice from a holder within ten (10) business days. In the case of any proposed transfer under this Article VII, MPA will use reasonable efforts to comply with any such applicable state securities or “blue sky” laws, but shall in no event be required (x) to qualify to do business in any state where it is not then qualified, (y) to take any action that would subject it to tax or to the general service of process in any state where it is not then subject, or (z) to comply with state securities or “blue sky” laws of any state for which registration by coordination is unavailable to MPA. The restrictions on transfer contained in this Article VII shall be in addition to, and not by way of limitation of, any other restrictions on transfer contained in any other section of this Agreement.

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED WARRANTS EVIDENCED BY THIS WARRANT CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF EXCEPT IN THE LIMITED INSTANCES PROVIDED IN SECTION 12 OF THE AGREEMENT. ACCORDINGLY, SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWSACTS IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION PROVISIONS THEREOF. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALEThe holder hereof acknowledges that the Conversion Securities may not be directly or indirectly sold, AND MAY NOT BE SOLDtransferred or otherwise disposed of in violation of the provisions of the Acts. Any purported sale, MORTGAGEDtransfer or other disposition of this Warrant Certificate, PLEDGEDthe Warrants evidenced hereby or the Conversion Securities in violation of this provision shall be void and the Company shall not be required to recognize the same. Compliance with this provision is the responsibility of the holder. Each certificate representing Conversion Securities shall bear a legend substantially similar to the bold-faced legend appearing in Section 14 of the Agreement. Reference is made to Sections 12, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS13, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS14, and 15 of the Agreement that relate to the non-transferability of the Warrants, the type of legend that shall be imprinted on Conversion Securities and the rights of the holders of Conversion Securities to secure registration of their securities under the Acts under certain circumstances. Such sections are incorporated by reference herein. The Company shall deem and treat the registered holder of this Warrant Certificate as the true and lawful owner of the Warrants evidenced hereby for all purposes, any claims of another person to the contrary notwithstanding.

Restrictions on Transfer. The Purchaser understands and agrees that the Shares acquired Common Stock purchased pursuant to this subscription are is being offered pursuant to Section 4(2) of the Securities Act thereunder Act, and that such Shares and any interests therein, the shares may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act (including Rule 144) and such laws which, in the opinion of counsel for the holder of such SharesCommon Stock, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. In this connection, the Purchaser represents that the Purchaser is familiar with Rule 144 promulgated under the Securities Act. The Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares the Common Stock and that the Company may give appropriate instructions to the transfer agent for the Shares Common Stock to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser understands and Subscriber agrees that she will not sell or otherwise transfer the Shares acquired pursuant Membership Interest other than in accordance with the terms and conditions of the Operating Agreement. It is understood that the Membership Interest cannot be liquidated easily, that no public or other market exists for the Membership Interest, and that no such market is expected to this subscription are being offered pursuant to Section 4(2) of develop. Subscriber is aware that, because the Membership Interest has not been registered under the Securities Act thereunder or applicable state securities laws, any resale inconsistent with the Securities Act or applicable state securities laws may create liability on Subscriber’s part or the part of the Company, and that such Shares and any interests thereinagrees not to assign, may not be offeredsell, soldpledge, transferred, pledged transfer or otherwise disposed dispose of except pursuant to (i) an effective registration statement the Membership Interest unless they are registered under the Securities Act and any applicable state securities laws laws, or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, Company is availablegiven to the Company that such registration is not required. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and Subscriber is aware that the Company may give appropriate instructions to will impress on the transfer agent for the Shares to enforce such restrictionsback of any certificate representing Membership Interest a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE MEMBERSHIP INTEREST ISSUABLE HEREUNDER HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR APPLICABLE STATE THE SECURITIES LAWS. THESE SHARES LAWS OF ANY STATE, AND HAVE NOT BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION TO, OR RESALEIN CONNECTION WITH, AND THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser THG understands that any Equity Securities issued in an Exempt Offering will not be registered under the 1933 Act or any applicable state securities laws. THG may be required to hold the Equity Securities issued in an Exempt Offering indefinitely and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the such Equity Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to transferred unless (i) such Equity Securities are sold pursuant to an effective registration statement under the 1933 Act, which the Company may or may not choose to file with the United States Securities Act and any applicable state securities laws Exchange Commission in its sole discretion, or (ii) THG shall have delivered to the Company an opinion of counsel to the effect that such Equity Securities to be sold or transferred may be sold or transferred pursuant to an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Sharesregistration, which counsel and opinion are shall be reasonably satisfactory acceptable to counsel for the Company. THG understands that until the earlier of (x) such time as the resale of any Equity Securities issued in an Exempt Offering has been registered under the 1933 Act, is available. Purchaser also understands and agrees that or (y) the holding period for such Equity Securities set forth in Rule 144 under the 1933 Act as in effect from time to time has expired, certificates evidencing such Equity Securities may bear a restrictive legend in substantially the following legend shall appear on all form (and a stop-transfer order may be placed against transfer of the certificates representing evidencing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: Equity Securities): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS(THE “ACT”). THESE THE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED FOR SALE, SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSACT, OR PURSUANT TO AN OPINION EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF COUNSEL SATISFACTORY WHICH IS TO BE ESTABLISHED TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SATISFACTION OF THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSCORPORATION.”

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands This Debenture, and any Common ------------------------ Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser The Buyer understands and agrees that except as provided in the Registration Rights Agreement, the issuance of the Shares acquired pursuant has not been and is not being registered under the 1933 Act or any applicable state securities laws. The Buyer may be required to this subscription are being offered pursuant to Section 4(2) of hold the Securities Act thereunder Shares indefinitely and that such the Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act and any applicable state securities laws 1933 Act, or (ii) the Buyer shall have delivered to the Company an opinion of counsel to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration such registration, which opinion shall be reasonably acceptable to the Company. The Buyer understands that until such time as the resale of the Shares has been registered under such act the 1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, certificates evidencing the Shares may bear a restrictive legend in substantially the following form (and such laws which, in a stop-transfer order may be placed against transfer of the opinion of counsel for the holder of certificates evidencing such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: ): "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, MORTGAGEDHYPOTHECATED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION APPLICABLE EXEMPTION (AS TO WHICH THE ISSUER SHALL BE REASONABLY SATISFIED, INCLUDING RECEIPT OF COUNSEL SATISFACTORY TO AN ACCEPTABLE LEGAL OPINION) FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT REQUIREMENTS OF 1933 OR UNDER APPLICABLE STATE SECURITIES SUCH LAWS."

Restrictions on Transfer. Purchaser Such Buyer understands and agrees that except as provided in the Registration Rights Agreement, the issuance of the Shares acquired pursuant has not been and is not being registered under the 1933 Act or any applicable state securities laws. Such Buyer may be required to this subscription are being offered pursuant to Section 4(2) of hold the Securities Act thereunder Shares indefinitely and that such the Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act and any applicable state securities laws 1933 Act, or (ii) such Buyer shall have delivered to the Company an opinion of counsel to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration such registration, which opinion shall be reasonably acceptable to the Company. Such Buyer understands that until such time as the resale of the Shares has been registered under such act the 1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, certificates evidencing the Shares may bear a restrictive legend in substantially the following form (and such laws which, in a stop-transfer order may be placed against transfer of the opinion of counsel for the holder of certificates evidencing such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: ): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, MORTGAGEDHYPOTHECATED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION APPLICABLE EXEMPTION (AS TO WHICH THE ISSUER SHALL BE REASONABLY SATISFIED, INCLUDING RECEIPT OF COUNSEL SATISFACTORY TO AN ACCEPTABLE LEGAL OPINION) FROM THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT REQUIREMENTS OF 1933 OR UNDER APPLICABLE STATE SECURITIES SUCH LAWS.”

Restrictions on Transfer. Purchaser understands This Debenture and any Common Shares ------------------------ deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser Sun Media acknowledges and understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of Shares, unless registered, constitute “restricted securities” under the Securities Act thereunder and that such Shares and any interests thereinmay only be sold, may not be offered, sold, transferred, pledged pledge or otherwise disposed hypothecated in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of except Sun Media’s investment intent as expressed herein or pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is availableAct. Purchaser also Sun Media understands and agrees that Broadcast shall cause the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions set forth below or a legend substantially equivalent thereto, to the transfer agent for be placed upon any certificate(s) evidencing ownership of the Shares to enforce such restrictionstogether with any other legends that may be required by state or federal securities laws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLDOFFERED, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY OR SUCH APPLICABLE STATE SECURITIES LAWS, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION COUNSEL, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSIN COMPLIANCE THEREWITH.

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also Buyer understands and agrees that the following restrictive legend shall appear will be placed on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY Stock. “THIS CERTIFICATE HAVE STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWSLAW. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND THIS STOCK MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL IT HAS BEEN REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE CORPORATION HAS RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO IT THAT THIS NOTE MAY LEGALLY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH REGISTRATION. THIS STOCK IS FURTHER SUBJECT TO CERTAIN RESTRICTIONS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT, DATED FEBRUARY 29, 2008, BY AND BETWEEN XXXXXXXXX VENTURES LTD. AND THE REGISTERED OWNER OF SUCH STOCK, AND SUCH STOCK MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, MORTGAGEDASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES DISPOSED OF UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSCIRCUMSTANCES, OR AN OPINION OF COUNSEL SATISFACTORY EXCEPT PURSUANT TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT PROVISIONS OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSSUCH AGREEMENT.”

Restrictions on Transfer. Purchaser understands I understand that (i) the Warrants (and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2Warrant Shares) of have not been registered under the Securities Act thereunder or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this Private Placement or made any finding or determination relating to the fairness of an investment in the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. I acknowledge that such Shares the Warrants are (and any interests thereinthe Warrant Shares, when issued, will be) subject to restrictions on transferability and may not be offeredresold, sold, transferred, pledged assigned or otherwise disposed of except pursuant to (i) an effective registration statement unless they are subsequently registered under the Securities Act and any under applicable state securities laws of certain states or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands I understand that I may not sell or transfer the Warrants until ninety (90) days after the consummation of a business combination. I understand that each certificate evidencing each of the Warrants and agrees that the following Warrant Shares will bear the legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsset forth below: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED ("ACT') OR APPLICABLE STATE LAW. THE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE PLEDGED, SOLD, MORTGAGED, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE TRANSFERRED WITHOUT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES WITH RESPECT THERETO UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSLAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL COUNSEL, SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED." "THE SECURITIES ACT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSA SUBSCRIPTION AGREEMENT BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF WHICH IS ON FILE IN THE PRINCIPAL OFFICES OF THE COMPANY."

Restrictions on Transfer. Purchaser understands Regardless of whether the offering and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) sale of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement Employee's shares has been registered under the Securities 1933 Act and any applicable state or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on the sale, pledge or other transfer of Employee's shares (iiincluding the placement of appropriate legends on stock certificates) an exemption from registration under such act and such laws whichif, in the opinion judgment of counsel for the holder Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of such Sharesthe 1933 Act, the securities laws of any state or any other law. In the event that the sale of Employee's shares is not registered under the 1933 Act, but an exemption is available which counsel and opinion are reasonably satisfactory required an investment representation or other representation, Employee shall be required as a condition precedent to counsel for the Company's delivering of shares to Employee, is available. Purchaser also understands and agrees to represent that the following legend shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section shall appear be conclusive and binding on all persons. Stock certificates representing evidencing shares acquired under this RSU Agreement pursuant to an unregistered transaction shall bear the following restrictive legend and such Shares and that other restrictive legends as are required or deemed advisable under the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsprovisions of any applicable law: "THE SHARES SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 OR APPLICABLE STATE ACT"). ANY TRANSFER OF SUCH SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH WILL BE INVALID UNLESS A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES 1933 ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, IS IN EFFECT AS TO SUCH TRANSFER OR AN IN THE OPINION OF COUNSEL SATISFACTORY TO FOR THE COMPANY THAT ISSUER SUCH REGISTRATION IS NOT REQUIRED UNDER UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSACT".

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. ___________________ Initials ____________________ Initials Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser Canopy understands and agrees that the Shares acquired pursuant to this subscription Securities are characterized as "restricted securities" under the federal securities laws inasmuch as they are being offered pursuant to Section 4(2) of the Securities Act thereunder acquired from MTI in a transaction not involving a public offering and that under such Shares laws and any interests therein, applicable regulations such securities may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective resold without registration statement under the Securities Act of 1933, as amended (the "ACT"), only in certain limited circumstances. In this connection Canopy represents that it is familiar with Rule 144, promulgated under the Act as presently in effect, and understands the resale limitations imposed thereby and by the Act. CANOPY UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN MTI'S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF ITS INVESTMENT. Canopy understands that the Securities have not been and will not be registered under the Act and have not been and will not be registered or qualified in any state in which they are offered, and thus Canopy will not be able to resell or otherwise transfer its Securities unless they are registered under the Act and registered or qualified under applicable state securities laws laws, or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, or qualification is available. Purchaser also understands Canopy has no immediate need for liquidity in connection with this investment and agrees does not anticipate that it will need to sell its Securities in the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: foreseeable future. THE SHARES REPRESENTED BY SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS CERTIFICATE HAVE AGREEMENT HAS NOT BEEN REGISTERED UNDER QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF THE SECURITIES ACT OR THE PAYMENT OR RECEIPT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER ANY PART OF THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY CONSIDERATION THEREFOR PRIOR TO THE COMPANY THAT REGISTRATION QUALIFICATION IS NOT REQUIRED UNDER UNLAWFUL, UNLESS THE SALE OF SECURITIES ACT IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSTHE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. In witness whereof, the undersigned has executed this Amendment as of the date first set forth above. THE CANOPY GROUP, INC., a Utah corporation By: /s/ E. Bart Hopkin ---------------------------------- Name: E. Bart Hopkin Title: VP/Treasurer MTI TECHNOLOGY CORPORATION, a Delaware corporation By: /s/ Todd Williams ---------------------------------- Name: Todd Williams Title: Vice President xxx Xxxxxxxxx Controller EXHIBIT A FORM OF WARRANT

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of 9 ------------------- -------------------- Initials Initials which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel for the Company that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. The securities are further subject to the terms of a Securities Purchase Agreement dated November 3, 2006, copies of which may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser The Investor understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) none of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed transferred in the absence of except pursuant to (i) an effective registration statement under the Securities Act as to any of such Securities and registration or qualification of under any applicable Blue Sky or state securities laws law then in effect, or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Sharescounsel, which counsel and opinion are reasonably satisfactory to counsel for the Company, that such registration and qualification are not required; provided, however, that no opinion need be obtained with respect to a transfer to (A) a partner or member, active or retired, of an Investor, (B) the estate of any such partner or member, (C) an "affiliate" of an Investor as that term is availabledefined in Rule 405 promulgated by the Securities and Exchange Commission under the Securities Act, or (D) the spouse, children, grandchildren or spouse of such children or grandchildren of an Investor or to trusts for the benefit of an Investor or such persons, in each case if the transferee agrees to be subject to the terms hereof. Purchaser also understands and Notwithstanding the foregoing, any transferee receiving shares that (A) have been registered under the Securities Act or (B) are resaleable under Rule 144 promulgated under the Securities Act shall not be required to agree in writing to be subject to the terms of this Section 3.15. The Investor agrees that each certificate or other instrument representing the Securities shall bear the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: THE SHARES REPRESENTED BY "THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE1933, AS AMENDED, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THEREOF UNDER SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWSOR PURSUANT TO RULE 144 THEREUNDER OR UNLESS SUCH SALE, PLEDGE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION TRANSFER IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSOTHERWISE EXEMPT FROM REGISTRATION."

Restrictions on Transfer. Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may The Option has not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement been registered under the Securities Act and of 1933, as amended (the "Securities Act"), or any applicable state securities laws statutes. Optionee acknowledges that unless a registration statement with respect to the Option is filed and declared effective by the Securities and Exchange Commission and the appropriate state governing agency, the Option has or (ii) will be granted and issued in reliance on specific exemptions from such registration requirements for transaction by an issuer not involving a public offering and specific exemptions under the state statutes. Any disposition of the Option may, under certain circumstances, be inconsistent with such exemption from registration under such act and such laws which, in therefrom after the person desiring to sell provides an opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably or other evidence satisfactory to counsel for the CompanyNexia Holdings, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions Inc. to the effect that registration is not required. In some such states, specific conditions must be met or approval of the securities regulatory authorities required before any such offer or sale or other transfer agent for the Shares to enforce such restrictionsthereof: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"), AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THESE SHARES THE SECURITIES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, FOR INVESTMENT AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSACT.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect unless sold pursuant to Rule 144 under the Securities Act. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands With the exception of any transfer of the Issued Stock to an Affiliate of Seller which remains its Affiliate immediately after such transfer, Seller (and its transferee, successor or assign) agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2(a) it will not offer, sell or otherwise dispose of the Securities Act thereunder Issued Stock, unless such offer, sale or other disposition is effected in accordance with the terms of this Agreement or the Registration Agreement and that such Shares and any interests thereinoffer, may not be offered, sold, transferred, pledged sale or otherwise disposed of except pursuant to other disposition is (i) an effective registration statement registered under the Securities Act and any applicable state securities laws or (ii) an exemption is exempt from registration under such act and such laws which, or (ii) in the compliance with an opinion of counsel for to Seller delivered to AmTec hereunder and reasonably acceptable to AmTec and its counsel to the holder of effect that such Sharesoffer, which counsel sale or other disposition thereof does not violate the Securities Act or applicable state securities laws, and opinion are reasonably satisfactory to counsel for (b) the Company, is available. Purchaser also understands and agrees that certificate(s) representing such common stock shall bear a legend in substantially the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsform: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLDOFFERED, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY SUCH APPLICABLE STATE SECURITIES LAWSLAW OR, OR AN IN THE OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, DOES NOT REQUIRED UNDER VIOLATE THE PROVISIONS THEREOF OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS1933. Upon request of Seller or other person who in accordance with the provisions of this Section 5.10 becomes a holder of the Issued Stock, AmTec shall remove the legend set forth above from the certificates evidencing such Issued Stock or issue to such holder new certificates therefore free of such legend, if with such request AmTec shall have received an opinion of counsel that is reasonably acceptable to AmTec and its counsel to the effect that such Issued Stock, as applicable, is not required by the Securities Act or other applicable law to continue to bear the legend or a legend similar thereto. Notwithstanding the foregoing, Seller covenants and agrees not to transfer the Issued Stock prior to the third anniversary of the Closing; provided, however, that Seller may transfer such Issued Stock in whole or in part (i) after the first anniversary of the Closing and prior to such third anniversary in a transaction exempt from registration if the transferee thereof agrees to refrain from any public resale of such Issued Stock until such third anniversary, (ii) at any time in response to a tender offer by a third party (not an Affiliate of Seller) for shares of AmTec's common stock made in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereof and which would result in the acquirer in such tender offer obtaining, in the aggregate, 51% or more of AmTec's common stock, or (iii) at any time in a registered sale effected pursuant to a registration under the Securities Act.

Restrictions on Transfer. Purchaser understands (a) Every Note (and agrees all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.24(a) to bear the Shares acquired pursuant to legend set forth in this subscription are being offered pursuant to Section 4(22.24(a) (together with any Company Common Stock issued upon conversion of the Notes, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.24(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.24(a), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales of Restricted Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (iunder Rule 144(k) an effective registration statement under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in which continues to be effective at the opinion of counsel for the holder time of such Sharestransfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that or unless otherwise agreed by the Company may give appropriate instructions in writing, with written notice thereof to the transfer agent for the Shares to enforce such restrictionsTrustee: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLDOFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.HOLDER:

Restrictions on Transfer. Purchaser Broadcast acknowledges and understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of Sun Media Shares, unless registered, constitute “restricted securities” under the Securities Act thereunder and that such Shares and any interests thereinmay only be sold, may not be offered, sold, transferred, pledged pledge or otherwise disposed hypothecated in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of except Broadcast’s investment intent as expressed herein or pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is availableAct. Purchaser also Broadcast understands and agrees that Sun Media shall cause the following legend shall appear on all certificates representing such set forth below or a legend substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Sun Media Shares and together with any other legends that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsbe required by state or federal securities laws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLDOFFERED, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY OR SUCH APPLICABLE STATE SECURITIES LAWS, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION COUNSEL, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSIN COMPLIANCE THEREWITH.

Restrictions on Transfer. Purchaser The Buyer understands and agrees that except as provided in the Registration Rights Agreement, the issuance of the Shares acquired pursuant has not been and is not being registered under the 1933 Act or any applicable state securities laws. The Buyer may be required to this subscription are being offered pursuant to Section 4(2) of hold the Securities Act thereunder Shares indefinitely and that such the Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to transferred unless (i) the Shares are sold pursuant to an effective registration statement under the Securities Act and any applicable state securities laws 1933 Act, or (ii) the Buyer shall have delivered to the Company an opinion of counsel to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from registration such registration, which opinion shall be reasonably acceptable to the Company. The Buyer understands that until such time as the resale of the Shares has been registered under such act the 1933 Act as contemplated by the Registration Rights Agreement or otherwise may be sold pursuant to an exemption from registration, certificates evidencing the Shares may bear a restrictive legend in substantially the following form (and such laws which, in a stop-transfer order may be placed against transfer of the opinion of counsel for the holder of certificates evidencing such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: ): “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, MORTGAGEDHYPOTHECATED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED WITHOUT ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES THE SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION APPLICABLE EXEMPTION (AS TO WHICH THE ISSUER SHALL BE REASONABLY SATISFIED, INCLUDING RECEIPT OF COUNSEL SATISFACTORY AN ACCEPTABLE LEGAL OPINION) TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT REQUIREMENTS OF 1933 OR UNDER APPLICABLE STATE SECURITIES SUCH LAWS.”

Restrictions on Transfer. The Purchaser acknowledges and ------------------------ understands and agrees that the Common Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may have not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement been registered under the Securities Act and any applicable state securities laws and, therefore, cannot be sold unless subsequently registered under the Securities Act or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. The certificate representing the Common Shares issued to the Purchaser also understands and agrees that will bear a legend in substantially the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsform: THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, MORTGAGEDTRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES SAID ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE PROVISIONS OF 1933 OR UNDER APPLICABLE STATE A SECURITIES LAWSPURCHASE AGREEMENT DATED AS OF OCTOBER 15, 1999. The Purchaser agrees that any sale, transfer, pledge, hypothecation or other disposition of the Common Shares shall be made in compliance with such legends.

Restrictions on Transfer. Purchaser understands (a) Every Note (and agrees all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.25(a) to bear the legend set forth in this Section 2.25(a) (together with any Company Common Shares acquired pursuant issued upon conversion of such Notes, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this subscription are being offered pursuant to Section 4(22.25(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.25(a), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales of Restricted Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (iunder Rule 144(k) an effective registration statement under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in which continues to be effective at the opinion of counsel for the holder time of such Sharestransfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that or unless otherwise agreed by the Company may give appropriate instructions in writing, with written notice thereof to the transfer agent for the Shares to enforce such restrictionsTrustee: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLDOFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.HOLDER:

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect unless sold pursuant to Rule 144 under the Securities Act. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate." Initials Initials

Restrictions on Transfer. Purchaser understands and agrees (a) Buyer (i) acknowledges that the Shares acquired pursuant to this subscription Securities are being offered pursuant to Section 4(2not registered under the 1933 Act and that the Securities must be held indefinitely by it unless they are subsequently registered under the 1933 Act or an exemption from registration is available, (ii) is aware that any routine sales of the Securities under Rule 144 of the SEC under the 1933 Act thereunder may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such Shares cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for use by Buyer for resale of any such Securities and that there can be no assurance that Rule 144 will be available at any interests thereintime in the future, may (iv) is aware that, except as provided in Section 5 hereof, Seller is not obligated to register under the 1933 Act any sale, transfer or other disposition of the Securities, (v) is aware that Seller shall not be offered, sold, transferred, pledged or otherwise disposed required to register the transfer of except pursuant the Securities on the books of Seller unless Seller shall have been provided with an opinion of counsel satisfactory to (i) an effective it prior to such transfer to the effect that registration statement under the Securities 1933 Act and or any applicable state securities laws law has been effected or is not required in connection with the transaction resulting in such transfer, and (iivi) an exemption from registration under such act is aware that the Securities, and such laws which, each certificate representing the Securities and any shares of Common Stock or other securities issued in the opinion of counsel for the holder respect of such SharesSecurities upon any stock split, which counsel and opinion are reasonably satisfactory to counsel for the Companystock dividend, is available. Purchaser also understands and agrees that recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.4) be stamped or otherwise imprinted with the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE MAY NOT BEEN REGISTERED BE SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSLAWS AND THAT SUCH REGISTRATION HAS BEEN EFFECTED."

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or when the Company’s transfer agent requires such opinion, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser understands The Holder, by the Holder’s acceptance hereof, represents, warrants, covenants, and agrees that that: (a) the Shares acquired Holder is an “accredited investor” as TRI-VALLEY CORPORATION WARRANT NO. 003 such term is defined in Rule 501(a) promulgated pursuant to the Securities Act; (b) the Holder has knowledge of the business and affairs of Company; (c) this subscription Warrant and the Warrant Shares issuable upon the exercise of this Warrant are being offered pursuant acquired for investment and not with a view to Section 4(2the distribution hereof; and (c) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) absent an effective registration statement under the Securities Act and any applicable state securities laws of 1933, as amended (“1933 Act”), covering the disposition of this Warrant or (ii) the Warrant Shares issued or issuable upon exercise of this Warrant, this Warrant and/or the Warrant Shares issued or issuable upon exercise of this Warrant will not be sold, transferred, assigned, hypothecated, or otherwise disposed of without first providing the Company, if the Company so requests, with an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Sharescounsel, which counsel and opinion are reasonably satisfactory to counsel for the Company, is availableto the effect that such sale, transfer, assignment, hypothecation, or other disposal will be exempt from the registration and prospectus delivery requirements of the 1933 Act. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that The Holder consents to the Company may give appropriate instructions making a notation in its records or giving to any transfer agent of the Warrant or the Warrant Shares an order to implement such restriction on transferability. Subject to the foregoing, this Warrant is transferable and may be assigned or hypothecated from and after the date hereof. Upon surrender of this Warrant to the Company at its principal executive offices in California with the Subscription Form annexed hereto duly executed and funds sufficient to pay any transfer agent for tax, the Shares to enforce Company shall, without charge, execute and deliver a new Warrant in the name of the assignee(s) named in such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALEinstrument of assignment, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSand this Warrant shall promptly be canceled.

Restrictions on Transfer. Purchaser understands that the Shares, the Warrant and the Warrant Shares have not been registered, and that the Company is under no obligation to register the Shares, the Warrant or the Warrant Shares, under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in reliance upon exemptions from registration for non-public issuances of securities by issuers of such securities. Purchaser understands that the Shares, the Warrant and the Warrant Shares, or any interest therein, may not be, and agrees that the Shares, the Warrant and the Warrant Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and or any interests interest therein, may will not be offeredbe, sold, transferred, pledged resold or otherwise disposed of except pursuant to (i) an effective registration statement by Purchaser unless they are subsequently registered under the Securities Act and any applicable under appropriate state securities laws or (ii) unless Purchaser provides the Company with an opinion of counsel satisfactory to the Company that an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also further understands that each certificate representing the Shares, the Warrant or the Warrant Shares and agrees that any other securities issued in respect thereto upon any stock distribution, recapitalization, merger, consolidation or similar event, are expected (unless otherwise permitted by the provisions of this Section or by applicable law) to be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: required under applicable state securities laws): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “ACT”) OR APPLICABLE THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, LAWS OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY IT THAT AN EXEMPTION FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSAVAILABLE.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except securities have been sold pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsAct: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND THE SECURITIES MAY NOT BE SOLDOFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IN RESPECT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR WHICH THE ISSUER OF THIS CERTIFICATE HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER ISSUER OF THIS CERTIFICATE TO SUCH EFFECT. COPIES OF THE AGREEMENT COVERING BOTH THE PURCHASE OF THE SECURITIES ACT AND RESTRICTIONS ON THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSRECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER OF THIS CERTIFICATE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER OF THIS CERTIFICATE."

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect unless sold pursuant to Rule 144 under the Securities Act. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both ----------- ----------- Initials 9 Initials the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands and Each Stockholder agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) CSI will permit transfers of the Securities Act thereunder and that such Closing Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement by Stockholder only when the Closing Shares has been registered under the Securities Act and any applicable state or other jurisdiction's securities laws or (ii) when the request for transfer is accompanied by an exemption from registration under such act and such laws which, in the opinion of counsel for reasonably acceptable to CSI to the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for effect that the Company, is availablesale or proposed transfer does not require registration under the Securities Act or any state or other jurisdiction's securities laws. Purchaser also understands and Stockholder agrees that the following legend shall appear be placed on all the certificate or certificates representing such his or her Closing Shares and that the Company a stop transfer order may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsbe placed with respect thereto: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH LAW AND WERE ISSUED IN A VIEW TRANSACTION TO DISTRIBUTION OR RESALE, WHICH REGULATION D UNDER THE SECURITIES ACT APPLIES AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE UNLESS (i) A REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY SUCH APPLICABLE STATE SECURITIES LAWSLAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, (ii) MADE IN COMPLIANCE WITH ALL OF THE PROVISIONS OF RULE 144, OR AN (iii) IN THE OPINION OF COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY THAT COMPANY, REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER AND SUCH APPLICABLE STATE SECURITIES LAWSLAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED SALE OR TRANSFER.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares acquired shares of Common Stock to xx xxxxxred as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands Subject to the terms and conditions of the Registration Rights Agreement, this Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Dxxxxxxxx agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a HFNY2: #533962 v1/05466-0001 / 03/12/2001 registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that the Shares Debenture and the shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that the Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to the Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except securities have been sold pursuant to (i) an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act and any applicable state of 1933 (the "Act"). The securities laws may not be offered for sale, sold or otherwise transferred except (i) pursuant to an effective registration statement under the Act or (ii) pursuant to an exemption from registration under such act and such laws which, the Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder of such Sharesrecord of this certificate to the Secretary of the issuer of this certificate at the principal executive offices of the issuer of this certificate." This note will be considered to have been issued with Original Issue Discount ("OID") for purposes of sections 1271 et. seq. of the Internal Revenue Code of 1986, as amended. The issue date of this note is September 18, 2001. For information regarding the issue price, amount of OID per $1,000 of principal amount and yield to maturity of this note for purposes of the OID rules, please contact Xxxxxx X. Xxxxxxxxx at eMagin Corporation. Notwithstanding the above, the Holder shall not transfer this Debenture or any Common Shares issueable or any rights hereunder to any person or entity which counsel and opinion are reasonably satisfactory to counsel for is engaged in a business that in the reasonable judgment of the Company is in competition with the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect unless sold pursuant to Rule 144 under the Securities Act. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.” Initials Initials

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate." ______________ ____________ Initials Initials

Restrictions on Transfer. (a) The Purchaser understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement acknowledges that the Securities are not registered under the Securities Act and that the Securities must be held indefinitely by him unless they are subsequently registered under the Securities Act or an exemption from registration is available, (ii) is aware that any routine sales of the Securities under Rule 144 promulgated by the SEC under the Securities Act may be made only in limited amounts and in accordance with the terms and conditions of that Rule and that in such cases where the Rule is not applicable, compliance with some other registration exemption will be required, (iii) is aware that Rule 144 is not presently available for use by the Purchaser for resale of any such Securities and that there can be no assurance that Rule 144 will be available at any time in the future, (iv) is aware that, except as provided in Section 6 hereof, the Company is not obligated to register under the Securities Act any sale, transfer or other disposition of the Securities , (v) is aware that the Company shall not be required to register the transfer of the Securities on the books of the Company unless the Company shall have been provided with an opinion of counsel satisfactory to him prior to such transfer to the effect that registration under the Securities Act or any applicable state securities laws law has been effected or is not required in connection with the transaction resulting in such transfer, and (iivi) an exemption from registration under such act is aware that the Securities, and such laws whicheach certificate representing the shares of Common Stock, the Additional Common Stock and any shares of common stock or other securities issued in the opinion of counsel for the holder respect of such Sharesshares of Common Stock or shares of Additional Common Stock upon any stock split, which counsel and opinion are reasonably satisfactory to counsel for the Companystock dividend, is available. Purchaser also understands and agrees that recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by paragraph (b) of this Section 3.3) be stamped or otherwise imprinted with the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionslegend: THE SHARES REPRESENTED BY THIS CERTIFICATE "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLD, MORTGAGEDOFFERED TO SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT FOR SUCH SHARES RELATING TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, (ii) RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR (iii) AN OPINION OF 1933 COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION LAWS IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSAVAILABLE."

Restrictions on Transfer. Purchaser understands and Each Subscriber hereby agrees that the Shares acquired pursuant not to this subscription are being offered pursuant to Section 4(2) sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities Act thereunder and that such Shares and any interests thereinunless, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to prior thereto (ia) an effective a registration statement on the appropriate form under the Securities Act and any applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (iib) the Company has received an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of Company that such Shares, which counsel registration is not required because such transaction is exempt from registration under the Securities Act and opinion are reasonably satisfactory to counsel for the Company, is availablerules promulgated by the Commission thereunder and under all applicable state securities laws. Purchaser also understands and agrees that the following legend shall appear on all All certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsSecurities shall have endorsed thereon a legend substantially as follows: “THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALELAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, AND MAY NOT BE SOLD, MORTGAGEDTRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR UNDER SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION COUNSEL, IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSAVAILABLE.” The Company agrees to cause its counsel to deliver an opinion to the Company’s transfer agent directing the removal of the foregoing legends once able to do so pursuant to applicable securities laws. Other than the restrictions on transfer pursuant to the Securities Act and set forth in this Section 5, the Subscribers shall not be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to offer, sell, pledge, contract to sell, sell any option, engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as amended, with respect to the Securities.

Restrictions on Transfer. The Purchaser acknowledges and ------------------------ understands and agrees that the Purchaser must bear the economic risk of its investment in the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) for an indefinite period of time because the Securities Act thereunder and that such Shares and any interests therein, may have not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement been registered under the Securities Act and any applicable state securities laws and, therefore, cannot be sold unless subsequently registered under the Securities Act or (ii) an exemption from such registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. The certificates representing the Shares issued to each Purchaser also understands and agrees that will bear a legend in substantially the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsform: THE SHARES REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR APPLICABLE STATE 1933, AS AMENDED (THE "SECURITIES LAWSACT"). THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, MORTGAGEDTRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES SAID ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER REQUIRED. THE SECURITIES ACT EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE PROVISIONS OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSA STOCK PURCHASE AGREEMENT DATED AS OF APRIL 22, 1997. The Purchaser agrees that any sale, transfer, pledge, hypothecation or other disposition of the Shares shall be made in compliance with such legends.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares -------------------------- deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser Optionee acknowledges and understands and agrees that the Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of Option Shares, unless registered, constitute "restricted securities" under the Securities Act thereunder of 1933, as amended (the "Securities Act"), and that such Shares and any interests thereinmay only be sold, may not be offered, sold, transferred, pledged pledge or otherwise disposed hypothecated in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of except Optionee's investment intent as expressed herein or pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is availableAct. Purchaser also Optionee understands and agrees that in the following legend shall appear on all certificates representing such event the Option Shares and that are not registered, the Company shall cause the legend set forth below or a legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Option Shares together with any other legends that may give appropriate instructions to the transfer agent for the Shares to enforce such restrictionsbe required by state or federal securities laws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE "SECURITIES ACT") OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, LAWS AND MAY NOT BE SOLDOFFERED, MORTGAGED, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY OR SUCH APPLICABLE STATE SECURITIES LAWS, SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHE- CATION IS PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION COMPANY, SUCH OFFER, SALE, TRANS- FER, PLEDGE OR HYPOTHECATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSIN COMPLIANCE THEREWITH.

Restrictions on Transfer. Purchaser understands The undersigned acknowledges that he is ------------------------ aware that there are substantial restrictions on the transferability of the Units, the Series B Stock, the Warrants, and the underlying Common Stock available by conversion of the Series B Stock (the "Conversion Shares") or exercise of the Warrants (the "Underlying Shares"). Since the Units will not be, and since the undersigned has no right to require that said securities be, registered under the Securities Act, the Units, the Series B Stock, the Warrants, the Conversion Shares, and the Underlying Shares may not become so registered. The undersigned agrees that the Units, the Series B Stock, the Warrants, the Conversion Shares, and the Underlying Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed sold in the absence of except pursuant to (i) an effective registration statement unless such sale is exempt from registration under the Securities such Act and any applicable state securities laws laws. The undersigned also acknowledges that he shall be responsible for compliance with all conditions on transfer imposed by any Commissioner of Securities of any state and for any expenses incurred by the Company for legal or (ii) an exemption from registration under accounting services in connection with reviewing such act a proposed transfer or issuing legal opinions in connection therewith. I wish to subscribe for the securities shown on the following page. The securities subscribed for hereby were offered and such laws which, purchased in the opinion of counsel for the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that state indicated on the following legend shall appear on all certificates representing such Shares page. (THE FOLLOWING SIGNATURE PAGE SHOULD BE EXECUTED. MAIL OR DELIVER THE ENTIRE EXECUTED SUBSCRIPTION AGREEMENT TO ENVIRO-CLEAN OF AMERICA, INC., X/X XXXXXXX X. XXXXX, AT 1023 XXXXXXX, SAN ANTONIO, TEXAS 78207.) SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT FOR ENVIRO-CLEAN OF AMERICA, INC. CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE "MEMORANDUM") The undersigned has subscribed and paid for __________ Units. The undersigned represents that he has read the Company may give appropriate instructions to above Subscription Agreement and the transfer agent for the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSMemorandum.

Restrictions on Transfer. Purchaser understands (a) Every Note (and agrees all Notes issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.24(a) to bear the legend set forth in this Section 2.24(a) (together with any Common Shares acquired pursuant to this subscription are being offered pursuant to Section 4(2) issued upon conversion of the Notes, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.24(a) (including those set forth in the legend below) unless such restrictions on transfer shall be waived by written consent of the Company, and the Holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.24(a), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales of Restricted Securities Act thereunder and that such Shares and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (iunder Rule 144(k) an effective registration statement under the Securities Act (or any successor provision), any certificate evidencing a Restricted Security shall bear a legend in substantially the following form, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and any applicable state securities laws or (ii) an exemption from registration under such act and such laws which, in which continues to be effective at the opinion of counsel for the holder time of such Sharestransfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that or unless otherwise agreed by the Company may give appropriate instructions in writing, with written notice thereof to the transfer agent for the Shares to enforce such restrictionsTrustee: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE ANY STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLDOFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.HOLDER:

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or when the Company’s transfer agent requires such opinion; or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate."

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered an exemption from registration under the Securities Act, provided that the Company will not require opinions of counsel for transactions involving transfers to Affiliates of the Holder or pursuant to Section 4(2Rule 144 promulgated by the SEC under the Securities Act, except in unusual circumstances, or (ii) a ___________________ Initials ____________________ Initials registration statement relating to this Debenture or such shares has been filed by the Company and declared effective by the SEC. Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such securities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act thereunder and that such Shares and any interests thereinof 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for reasonably satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”

Restrictions on Transfer. Purchaser understands and agrees that the Shares Securities acquired pursuant to this subscription are being offered pursuant to Section 4(2) of the Securities Act thereunder and that such Shares Securities and any interests therein, may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to (i) an effective registration statement under the Securities Act and any applicable state securities laws or (ii) an exemption from registration under such act (for example pursuant to Rule 144 governing the resale of restricted securities) and such laws which, in the opinion of counsel for the holder of such SharesSecurities, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend (or one of substantially similar effect) shall appear on the Note, the Warrants, and all certificates representing such Shares shares of the Company's common stock issuable upon exercise of the Warrants, and that the Company may give appropriate instructions to the transfer agent for the Shares Securities to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS.

Restrictions on Transfer. Purchaser understands This Debenture, and any Common Shares deliverable upon the conversion hereof, have not been registered under the Securities Act. The Holder by accepting this Debenture agrees that this Debenture and the Shares shares of Common Stock to be acquired as interest on and upon conversion of this Debenture may not be assigned or otherwise transferred unless and until (i) the Company has received the opinion of counsel for the Holder that this Debenture or such shares may be sold pursuant to this subscription are being offered pursuant to Section 4(2) of an exemption from registration under the Securities Act thereunder or (ii) a registration statement relating to this Debenture or such shares has been filed by the Company and that declared effective by the SEC. _______ _______ Initials Initials Each certificate for shares of Common Stock deliverable hereunder shall bear a legend as follows unless and until such Shares and any interests thereinsecurities have been sold pursuant to an effective registration statement under the Securities Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offeredoffered for sale, sold, transferred, pledged sold or otherwise disposed of transferred except pursuant to (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) pursuant to an exemption from registration under such act and such laws which, the Securities Act in respect of which the issuer of this certificate has received an opinion of counsel for satisfactory to the issuer of this certificate to such effect. Copies of the agreement covering both the purchase of the securities and restrictions on their transfer may be obtained at no cost by written request made by the holder of such Shares, which counsel and opinion are reasonably satisfactory to counsel for the Company, is available. Purchaser also understands and agrees that the following legend shall appear on all certificates representing such Shares and that the Company may give appropriate instructions record of this certificate to the transfer agent for Secretary of the Shares to enforce such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWSissuer of this certificate at the principal executive offices of the issuer of this certificate.”