Legal Warrant Exercise Acknowledgment

LEGAL WARRANT EXERCISE ACKNOWLEDGMENT

This Legal Warrant Exercise Acknowledgment (the "Acknowledgment") is made as of by and between Company Name: a Corporation Limited Liability Company Other, with principal place of business at ("Company"), and Holder Name: of address ("Holder").

Recitals

WHEREAS, Holder is the holder of certain warrants to purchase shares of the Company's capital stock evidenced by Warrant Certificate No. (the "Warrant") issued pursuant to the Warrant Agreement pursuant to which the Holder acquired the Warrant; and

WHEREAS, Holder desires to exercise the Warrant in respect of shares of Company common stock (the "Shares") at an exercise price per share of resulting in an aggregate payment of , and Company is willing to accept such exercise upon the terms and subject to the conditions set forth herein.

WHEREAS, the parties intend by this Acknowledgment to memorialize the Holder's exercise of the Warrant and the Company's agreement to issue the Shares upon satisfaction of the conditions stated below.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Exercise; Acceptance

1.1 Exercise. Holder hereby irrevocably exercises the Warrant described in Warrant Certificate No. (the "Exercised Warrant") for the number of Shares specified above. The Holder represents that this exercise is being made in accordance with the terms of the Warrant and any related agreements.

1.2 Acceptance. Subject to satisfaction of the conditions precedent in Section 6, the Company accepts such exercise and will cause the Shares to be issued to the Holder in accordance with Section 3.

2. Payment and Method of Payment

2.1 Payment. Holder shall tender payment of the aggregate exercise price of to the Company at or prior to delivery of this Acknowledgment by wire transfer, certified check, or such other means acceptable to the Company as specified below.

3. Issuance of Shares

3.1 Issuance. Promptly upon receipt of payment in accordance with Section 2, and upon satisfaction of the conditions set forth in Section 6, the Company shall issue and deliver to the Holder the certificate(s) (or, if uncertificated, register the issuance in the Company's books) representing the Shares, and make all necessary corporate record entries to reflect the Holder as the record owner of the Shares.

3.2 Legend. All certificates or book entries issued in respect of the Shares shall be subject to such stop-transfer restrictions and legends as required by applicable securities laws and the Company's organizational documents, and the Holder agrees that any such legend shall not be removed until compliance with applicable law and Company procedures.

4. Representations and Warranties of Holder

Holder represents and warrants to the Company that: (a) Holder has full power and authority to execute and deliver this Acknowledgment and to perform its obligations hereunder; (b) the execution, delivery and performance of this Acknowledgment by Holder do not and will not conflict with any agreement or instrument binding on Holder; (c) Holder is acquiring the Shares for investment for Holder's own account and not with a view to the public distribution thereof; and (d) Holder will comply with all applicable securities laws and with any reasonable requests of the Company to evidence compliance.

5. Representations and Warranties of Company

The Company represents and warrants to Holder that: (a) the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power and authority to execute and deliver this Acknowledgment and to consummate the transactions contemplated hereby; (b) the Shares, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and free of any preexisting liens or encumbrances by the Company; and (c) the issuance of the Shares has been duly authorized by all necessary corporate action.

6. Conditions to Issuance

The obligations of the Company to issue the Shares are subject to the satisfaction, prior to or contemporaneous with issuance, of the following conditions: (a) receipt of payment in cleared funds; (b) delivery of this executed Acknowledgment by Holder; (c) the representations and warranties contained herein being true and correct in all material respects as of the issuance date; and (d) compliance with such procedural matters as the Company may reasonably require, including provision of any documents required for compliance with anti-money laundering, tax, or securities laws.

7. Indemnification

Holder agrees to indemnify and hold harmless the Company and its officers, directors, and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty or covenant made by Holder herein or from Holder's failure to comply with applicable securities laws in connection with the acquisition of the Shares.

8. Taxes

Each party shall be responsible for its own tax liabilities arising from the transactions contemplated by this Acknowledgment. To the extent any withholding or other tax is required by applicable law with respect to the issuance of the Shares, the Company may withhold amounts sufficient to satisfy such obligations and shall notify the Holder if such withholding is required.

9. Notices

All notices, requests, consents and other communications required or permitted under this Acknowledgment shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

10. Amendments; Waiver; Counterparts

This Acknowledgment may be amended, modified or supplemented only by an instrument in writing signed by each of the parties. No waiver of any provision of this Acknowledgment shall be effective unless set forth in a written instrument signed by the party waiving compliance. This Acknowledgment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. Governing Law; Entire Agreement; Severability

11.1 Governing Law. This Acknowledgment shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

11.2 Entire Agreement. This Acknowledgment, together with the Warrant and any other agreement expressly incorporated herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, relating to such subject matter.

11.3 Severability. If any provision of this Acknowledgment is held invalid or unenforceable, the remainder of this Acknowledgment shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

12. Miscellaneous

The parties acknowledge that monetary damages may be an insufficient remedy for breach of certain provisions of this Acknowledgment and that, in addition to any other remedy available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to enforce the provisions of this Acknowledgment.

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