Common use of SUBSCRIPTION FORM Clause in Contracts

SUBSCRIPTION FORM. The undersigned hereby irrevocably subscribes for _______ shares of the Common Stock (the “Stock”) of Gxxxxxxxxxxx.xxx, Inc. (the “Company”) pursuant to and in accordance with the terms and conditions of the attached Warrant No. __ (the “Warrant”), and hereby makes payment of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering _______ shares of Common Stock received upon exercise of the Warrant, which shares have an aggregate fair market value equal to such payment as required in Section 2 of the Warrant]. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). I understand that if at this time the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date:_______________________________ Signed: _______________________________ Print Name:____________________________ Address:______________________________ Warrant Exhibit B ASSIGNMENT For Value Received __________________ hereby sells, assigns and transfers to _________________________ the Warrant No. __ attached hereto and the rights represented thereby to purchase _________ shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint ___________________________ as attorney to transfer such Warrant on the books of the Company with full power of substitution. Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignor: Please insert Social Security or other Tax Identification Number of Assignor: Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignee: Please insert Social Security or other Tax Identification Number of Assignee:

SUBSCRIPTION FORM. TO: MEDICUS HOMECARE INC. The undersigned holder of the within Warrant Certificate hereby irrevocably subscribes for ___________ shares Warrant Shares of the Common Stock (the “Stock”) of Gxxxxxxxxxxx.xxx, Medicus Homecare Inc. (the “Company”) pursuant to the within Warrant Certificate and in accordance with the terms and conditions of the attached Warrant No. __ (the “Warrant”), and hereby makes payment of $_______ therefor by [tendering cash, wire transferring or delivering tenders herewith a certified check cheque or bank cashier’s checkdraft for USD$__________(USD$0.30 per Warrant Share) in the in full payment therefor. The undersigned holder hereby represents, payable to warrants and certifies as follows: (Please check the order ONE box applicable): [ ] A The undersigned holder (i) at the time of the Company] [surrendering _______ shares of Common Stock received upon exercise of the Warrant, which shares have an aggregate fair market value equal to such payment as required in Section 2 of the Warrant]. The undersigned requests that a certificate for the Stock be issued Warrants is not in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock United States; (ii) is not all of a “U.S. person” as defined in Regulation S under the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). I understand that if at this time , (iii) is not exercising the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason Warrants on behalf of a specific exemption from such registration “U.S. person”; and such qualification, (iv) did not execute or (b) a registration statement deliver this subscription form in the United States. [ ] B. The undersigned holder has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company a completed and duly executed copy of the U.S. Accredited Investor Status Certificate in the form provided on request [ ] C. If the holder cannot check box (A) or box (B), the holder must contact the Company. If requested by the Company, the undersigned holder will deliver to the Company, in a form acceptable to the Company and its counsel acting reasonably, an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may an exemption from the registration requirements of the U.S. Securities Act for the exercise of the Warrants and the issuance of the Warrant Shares is available. For clarity, it will be removedreasonable, if deemed necessary by the Company, for the Company to obtain an independent legal opinion from its own counsel, at its own expense, to this effect. Date:The undersigned holder hereby directs that the Warrant Shares be issued as follows: NAME(S) IN FULL ADDRESS(ES) NUMBER OF WARRANT SHARES DATED this ______________day of _______________________________ Signed___, 20_____. NAME: Signature: Print name of individual whose signature appears above if different than the name printed above: _______________________________ Print Name:____________________________ Address:______________________________ Warrant Exhibit B ASSIGNMENT For Value Received __________________ hereby sells, assigns and transfers to _________________________ Please check if the certificates representing the Warrant NoShares are to be delivered at the Company’s principal office where this Warrant Certificate is surrendered, failing which the certificates representing the Warrant Shares will be mailed to the address in the registration instructions set out above. __ attached hereto If any Warrants represented by this Warrant Certificate are not being exercised, a new Warrant Certificate representing the unexercised Warrants will be issued and the rights represented thereby to purchase _________ shares of Common Stock in accordance delivered with the terms and conditions hereof, and does hereby irrevocably constitute and appoint ___________________________ as attorney to transfer such certificate representing the Warrant on the books of the Company with full power of substitution. Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignor: Please insert Social Security or other Tax Identification Number of Assignor: Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignee: Please insert Social Security or other Tax Identification Number of Assignee:Shares.

SUBSCRIPTION FORM. (To Be Executed By The undersigned Warrantholder In Order to Elect a Cashless Net Exercise of The Warrant) The undersigned, pursuant to [Section 2.1][Section 2.2] of the enclosed Warrant, hereby irrevocably subscribes for elects to exercise the right to purchase ________ shares of the Common Stock [INSERT APPLICABLE STOCK] of Ivivi Technologies, Inc. covered by such Warrant (the “Stock”) of Gxxxxxxxxxxx.xxx, Inc. (the “Company”) pursuant to and in accordance with the terms and conditions of the attached "Warrant No. __ (the “Warrant”Shares"), and hereby makes payment herewith elects to receive that number of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable Warrant Shares which is equal to the order number of shares for which such Warrant is being exercised, less the Company] [surrendering _______ number of shares of Common Stock received upon exercise of the Warrant, which shares have with an aggregate fair market value Fair Market Value equal to such payment as required in Section 2 of the Warrant]Applicable Exercise Price. The undersigned requests represents that a certificate (i) the aforesaid shares are being acquired for the Stock be issued in the name account of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a the distribution thereof, (ii) the undersigned has no present intention of distributing or reselling such shares and (iii) the shares within the meaning undersigned is an "accredited investor" as such term is defined in Rule 501(a) of the Securities Act of 1933, as amended (the “Securities Act”). I understand that if at this time the Stock has not been registered Regulation D promulgated under the Securities Act, I must hold such Stock indefinitely unless . Please issue a certificate representing said shares in the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition name of the Stock unless (a) undersigned and deliver such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant certificate to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing undersigned at the Stock delivered to me shall bear substantially the same as undersigned's address set forth on below. Please also issue a new Warrant in equivalent form and tenor for the front page unexercised portion of the Warrant. I further agree that attached Warrant in the Company may place stop transfer orders with its transfer agent same effect as name of the above legend. The legend undersigned and stop transfer notice referred to above shall be removed only upon my furnishing deliver such new Warrant to the Company an opinion of counsel (reasonably satisfactory to undersigned a the Company) to the effect that such legend may be removedundersigned's address set forth below. Date:By: __________________________________ Signed: Signature _________________________________ Print Name:Name ____________________________ Address:______________________________ Warrant Exhibit B ASSIGNMENT For Value Received __________________ hereby sells, assigns and transfers to _________________________ the Warrant No. __ attached hereto and the rights represented thereby to purchase _________ shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint ___________________________ as attorney to transfer such Warrant on the books of the Company with full power of substitution. Address Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignor: Please insert Social Security or other Tax Identification Number of Assignor: Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignee: Please insert Social Security or other Tax Identification Number of Assignee:

SUBSCRIPTION FORM. (TO BE EXECUTED BY THE REGISTERED HOLDER IF HE DESIRES TO EXERCISE THE WARRANT) To: ICC WORLDWIDE, INC. The undersigned hereby irrevocably subscribes for exercises the right to purchase _______ shares of the Common Stock (the “Stock”) of Gxxxxxxxxxxx.xxx, Inc. (the “Company”) pursuant to and in accordance with the terms and conditions of the attached Warrant No. __ (the “Warrant”), and hereby makes payment of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering _______ shares of Common Stock received upon exercise Stock, par value $.0001 per share, covered by the attached Warrant in accordance with the terms and conditions thereof, and herewith makes payment of the Warrant, which Warrant Price for such shares have an aggregate fair market value equal to such payment as required in Section 2 of the Warrant]full. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). I understand that if at this time the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date:____Signature: Address: DATED: ___________________________ SignedNOTICE OF EXERCISE OF COMMON STOCK WARRANT PURSUANT TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS Attention: _________________Corporate Secretary ICC WORLDWIDE, INC. 0000 X. Xxxxx Xxxxxxx Corona del Mar, CA 92625 Aggregate Price of Warrant $ Aggregate Price Being Exercised $ Warrant Price (per Shares) Number of Shares of Common Stock to be Issued Under this Notice:______________ Print Name:CASHLESS EXERCISE Gentlemen: The undersigned, registered holder of the Warrant to Purchase Common Stock delivered herewith ("Warrant") hereby irrevocably exercises such Warrant for, and purchases thereunder, shares of the Common Stock of ICC WORLDWIDE, INC., a Delaware corporation, as provided below. Capitalized terms used herein, unless otherwise defined herein, shall have the meanings given in the Warrant. The portion of the Aggregate Price (as hereinafter defined) to be applied toward the purchase of Common Stock pursuant to this Notice of Exercise is $__________, thereby leaving a remainder Aggregate Price (if any) equal to $__________________ Address:______________________________ Warrant Exhibit B ASSIGNMENT For Value Received __________________ hereby sells, assigns and transfers . Such exercise shall be pursuant to _________________________ the Warrant No. __ attached hereto and the rights represented thereby to purchase _________ shares net issue exercise provisions of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint ___________________________ as attorney to transfer such Warrant on the books Section I. (b) of the Company Warrant; therefore, the holder makes no payment with full power this Notice of substitution. Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignor: Please insert Social Security or other Tax Identification Number of Assignor: Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignee: Please insert Social Security or other Tax Identification Number of Assignee:Exercise.

SUBSCRIPTION FORM. The undersigned hereby irrevocably subscribes for _______ shares of the Common Stock (the “Stock”) of Gxxxxxxxxxxx.xxx, Inc. (the “Company”) pursuant to and in accordance with the terms and conditions of the attached Warrant No. __ (the “Warrant”), and hereby makes payment of $_______ therefor by [tendering cash, wire transferring or delivering a certified check or bank cashier’s check, payable to the order of the Company] [surrendering _______ shares of Common Stock received upon exercise of the Warrant, which shares have an aggregate fair market value equal to such payment as required in Section 2 of the Warrant]. The undersigned requests that a certificate for the Stock be issued in the name of the undersigned and be delivered to the undersigned at the address stated below. If the Stock is not all of the shares purchasable pursuant to the Warrant, the undersigned requests that a new Warrant of like tenor for the balance of the remaining shares purchasable thereunder be delivered to the undersigned at the address stated below. In connection with the issuance of the Stock, I hereby represent to the Company that I am acquiring the Stock for my own account for investment and not with a view to, or for resale in connection with, a distribution of the shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). I understand that if at this time the Stock has not been registered under the Securities Act, I must hold such Stock indefinitely unless the Stock is subsequently registered and qualified under the Securities Act or is exempt from such registration and qualification. I shall make no transfer or disposition of the Stock unless (a) such transfer or disposition can be made without registration under the Securities Act by reason of a specific exemption from such registration and such qualification, or (b) a registration statement has been filed pursuant to the Securities Act and has been declared effective with respect to such disposition. I agree that each certificate representing the Stock delivered to me shall bear substantially the same as set forth on the front page of the Warrant. I further agree that the Company may place stop transfer orders with its transfer agent same effect as the above legend. The legend and stop transfer notice referred to above shall be removed only upon my furnishing to the Company an opinion of counsel (reasonably satisfactory to the Company) to the effect that such legend may be removed. Date:_______________________________ Signed: _________________________________________ Print Name:_____________________________________ Address:________________________________________ Warrant Exhibit B ASSIGNMENT For Value Received __________________ hereby sells, assigns and transfers to _________________________ the Warrant No. __ attached hereto and the rights represented thereby to purchase _________ shares of Common Stock in accordance with the terms and conditions hereof, and does hereby irrevocably constitute and appoint ___________________________ as attorney to transfer such Warrant on the books of the Company with full power of substitution. Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignor: Please insert Social Security or other Tax Identification Number of Assignor: Dated:________________________ Signed: _____________________________ Please print or typewrite name and address of assignee: Please insert Social Security or other Tax Identification Number of Assignee: