AGREEMENT FOR CONVERTIBLE GRANT AND TOKENS

This Agreement for Convertible Grant and Tokens (the "ACGT") is entered into by and between Molecule AG, a Swiss corporation (the "Grantor"), and [[DAO NAME]], a decentralized autonomous organization on Ethereum (the "Grantee") on this day of [[TODAY’S DATE]], 2023 (the "Effective Date").

WHEREAS, Grantor and Grantee are parties to a Written Agreement to Guarantee Mutual Intent ("WAGMI") dated [[WAGMI SIGNATURE DATE]].

WHEREAS, Grantor wishes to support decentralized science with an award of the grant funds contemplated in the GMI ("Grant Funds" or the "Grant") to Grantee disbursed in accordance with this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained in this Agreement, Grantor and Grantee agree as follows:

1. Purpose. The purpose of this Grant is to provide the Grantee with funds to help enable it to carry out the project detailed in the attached Exhibit A (the "Project").

2. Grant. Grantor agrees to provide Grantee with funds the amount of 100,000 USDC to be used only for expenses directly incurred in connection with the Project ("Eligible Expenses") and during the period beginning on the date the funds were received by the [[DAO NAME]] Multisig and ending on the date of [[DAO NAME]]’s Token Generation Event (as defined in Section 5 below) or otherwise in the Grantor’s sole discretion (the "Grant Term").

3. Disbursement of Grant. Subject to the continuing availability of funds, Grantor will disburse the Grant Funds during the Grant Term to Grantee in sum equal to 100,000 USDC in three tranches upon Grantee reaching each milestone specified in Exhibit A and providing to Grantor a status presentation and a Milestone Report specified in Exhibit B.

4. Token Conversion. In the event that Grantee or Grantee's agents or affiliates convert all or part of Grantee to tokenized governance and distributes governance tokens, fungible or non-fungible, (collectively, "Tokens") privately or publicly after the Effective Date of this Agreement (the "Token Conversion") Grantor shall have the right to purchase 6.9% of such Tokens pursuant to the terms of the Token Warrant attached as Exhibit C.

5. Right of First Offer. If the Grantee establishes a new corporate entity ("New Entity") directly or indirectly associated with, benefitting, or providing services or products to the DAO during or within [time period] after this Agreement, the Grantee shall exclusively offer the Grantor an option to purchase up to 10% of the New Entity's capital stock. This exclusive offer must be given within 5 days of the New Entity's formation, with the Grantor having 5 days to respond. The Grantee shall not offer this equity to any other potential investor before the Grantor has had the chance to exercise this option.

6. Reports and Notices.

(a) Grantee shall submit to Grantor the following reports and notices:
(i) Milestone Reports. Project milestone reports which shall detail Grantee’s accomplishments related to and progress made with the Project.
(ii) Token Generation Event Notices. No less than ten (10) days prior to a Token Generation Event, Grantee shall submit to Grantor a notice of the event.

(b) Confidential Information. Grantor agrees to hold the contents of Grantee’s reports required under this Agreement in confidence. Notwithstanding the foregoing, Grantor shall not be obligated to maintain in confidence any information: (1) which was already known to Grantor; or (2) which is or comes into the public domain through no fault of Grantor; or (3) which is independently developed by Grantor; or (4) which comes to Grantor from a third party which is not in violation of any obligation of confidentiality to Grantee or Grantor.

7. Amendment. This Agreement, or any part, may be amended from time to time only in writing signed by the parties.

8. Assignment. Without the prior written approval of Grantor, Grantee may neither assign all or any of the benefits of, nor delegate all or any of the duties imposed by, this Agreement.

9. Default. A default shall consist of any breach of any of Grantee's covenants, agreements, warranties or certifications in this Agreement, which breach is not cured within 15 calendar days from the date of written notice of the breach from the Grantor.

10. Remedy Upon Default. Upon the occurrence of any default as described in Section 9, Grantor shall have the right to terminate this Agreement by written notice to Grantee. In the event of termination, Grantee shall be obligated to return to Grantor all remaining Grant Funds held by Grantee, and Grantee shall have no right to receive any additional Grant Funds.

11. Indemnification. Grantee releases Grantor from, agrees that neither they nor any of them shall have any liability for, and agrees to protect, indemnify and save harmless Grantor from and against, any and all liabilities, suits, actions, claims, demands, losses, expenses and costs of every kind and nature incurred by or imposed against them in connection with the Grant.

12. Survival. This Agreement shall apply to and bind the Grantee and its assignees and transferees, affiliates, and successors. Sections 4 and 5 shall survive the termination of this Agreement.

13. Entire Agreement. This Agreement and the exhibits incorporated herein represent the complete, total and final understanding of the parties, and no other understanding or representations, oral or written, regarding the subject matter of this Agreement, shall be deemed to exist or to bind the parties hereto at the time of execution.

IN WITNESS WHEREOF, the undersigned have caused this ACGT to be duly executed and delivered as of the Effective Date.

EXHIBIT A

PROJECT DESCRIPTION

1) What are the major project milestones?

1. Formation of 3/5 multisig wallet for [[DAO NAME]].

2. Community and Commerce

Establishment of scientific advisory committee, community calls with public figures, active community, research projects listed on Molecule Discovery, and one or more projects in advanced due diligence for funding.

3. IPNFT

[[DAO NAME]] mints and funds an IPNFT.

2) What are the key performance indicators for measuring the progress of the project?

1. Number of IPNFTs created and listed by [[DAO NAME]]
2. Value of IPNFTs transacted by [[DAO NAME]]
3. Number of active [[DAO NAME]] Discord members
4. Number of researchers in [[DAO NAME]]

3) Which milestones trigger the milestone progress reports and payments?
1. Formation
2. Community and Commerce
3. IPNFT

EXHIBIT B

MILESTONE REPORT

Project:
Date:

Project Status Report:

1) Describe the progress of the Project

2) Did you face any obstacles that required that you modify the original goals of the Project? If so, what modifications did you make?

3) Describe any new discoveries and intellectual property created from the Project

4) Please include a list of expenses incurred and covered by the ACGT grant funds during the period until this Report.

5) What plans do you have for continuing development or deployment?

I hereby certify that the information contained in this Report/Request is true and accurate.

Signed:
Name:
Title:

EXHIBIT C

Token Warrant

[[DAO NAME]]
WARRANT TO PURCHASE TOKENS

Issued on [[TODAY’S DATE]] (the "Issue Date")
Purchase Price: 690 USDC

This certifies that that in consideration of the sum set forth above (the "Purchase Price"), Molecule AG ("Holder") is entitled, subject to the terms and conditions of this Warrant, to purchase at the Warrant Exercise Price (as defined below), at any time prior to the Expiration Date (as defined below) the Tokens (as defined below), upon delivery to [[DAO NAME]] (the "Company") of a duly executed exercise notice in the form attached hereto as Exhibit 1 and simultaneous payment of an amount equal to the Warrant Exercise Price.

1. DEFINITIONS. The following definitions shall apply for purposes of this Warrant:

"Affiliate" means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person, where "control" is defined as directly or indirectly possessing the power to direct or cause the direction of the management and policies of the Affiliate, whether through ownership of voting securities, by contract or otherwise.

"Business Day" means a weekday on which banks are open for general banking business in Zurich.

"Company" shall include, in addition to the Company identified in the opening paragraph of this Warrant, any organization or other entity that succeeds to the Company’s obligations under this Warrant, whether by permitted assignment, by merger or consolidation or otherwise.

"Excluded Tokens" means, with respect to any Token, (i) Tokens issued or used solely for development, testing or experimental purposes, (ii) Tokens that may be created and issued following a Token Launch pursuant to staking, rewards or inflationary or dilutive controls; provided, that any such tokens dilute all Tokens equally and (x) are issued in accordance with the governance terms of the Protocol and not in the sole discretion of the Company, any Token Affiliate or any Insider, and (y) with respect to any staking or rewards process, Holder is allowed to participate in any such staking or rewards process on the same basis as other participants (any such Tokens, "Autonomously Generated Tokens"), (iii) non-fungible Tokens issued in arms’ length transactions in the ordinary course of business; and (iv) stablecoins that are pegged to fiat currencies or other types of assets.

"Expiration Date" means the earlier of (i) 10 years following the Issue Date, (ii) 30 days following any initial Token Structuring Event or (iii) the date the Company and other Token Issuers irrevocably and affirmatively decide not to develop any Token.

"Insider" means any current or former investors, founders, employees, officers, directors and advisors or other consultants of the Company and any Token Issuer (if other than the Company).

"Parent" shall mean any entity (other than the Company) in an unbroken chain of entities ending with the Company, if each of the entities other than the Company owns securities possessing 50.1% or more of the total combined voting power of all classes of securities in one of the other entities in such chain.

"Person" means any individual, corporation, partnership, trust, limited liability company, association or other entity, including any decentralized autonomous organization or other similar decentralized or distributed entity.

"Protocol" means any blockchain-based network protocol or application (including any blockchain-based network of smart contracts or smart contract participants) created or developed by the Company or any Token Affiliate.

"Holder’s Portion" is equal to 6.9% of the Tokens, with the final amount within such range determined by the Company’s multi-signature wallet signers and community before the first Warrant exercise.

"Subsidiary" shall mean any entity (other than the Company) in an unbroken chain of entities beginning with the Company, if each of the entities other than the last entity in the unbroken chain owns securities possessing 50.1% or more of the total combined voting power of all classes of securities in one of the other entities in such chain.

"Token Affiliate" means (i) any Affiliate of the Company, (ii) any Subsidiary or Parent of the Company, or (iii) any other Person (including any foundation formed by or with the cooperation of the Company) that (a) receives a license or assignment of any material intellectual property from the Company or the founders (including, without limitation, any trademarks owned by the Company or the founders) and uses such intellectual property to effect a sale or other issuance of Tokens (as such term is defined below); (b) uses intellectual property that the Company has released under any free software or open s____ource license to effect a sale or other issuance of Tokens, and any officer or key employee of the Company is rendering (or has rendered) material services to such Person, or (if an entity) any officers or key employees of the Company owns a direct or indirect interest in such Person; or (c) is designated or otherwise granted rights by the Company or an Affiliate to such Person to administrate, manage or operate (in lieu of the Company or such Affiliate) any Protocol.

"Token Launch" means, with respect to any Token, the date such Tokens are first issued to non-Insiders (other than any Token Affiliate).

"Token(s)" means any governance tokens, coins, or other digital assets for DAO governance and membership other than the Excluded Tokens created and issued by the Company, or any Token Affiliate or their respective successors or assigns (collectively, "Token Issuers").

"Total Network Tokens" means, with respect to any Token, the total number of Tokens ever to be minted, generated or created over the lifetime of the applicable Protocol (including Tokens issuable on conversion of this Warrant).

"Token Structuring Event" means, with respect to any Token, the date such Tokens are minted, generated or created, if ever, and available for issuance, including any Token Launch.
"Transfer" means sell, loan, collateralize, sponsor, distribute, issue or otherwise dispose of or encumber.

"Warrant" means this Warrant and any warrant(s) delivered in substitution or exchange therefor, as provided herein.

"Warrant Exercise Price" means USDC 100.

2. EXERCISE.

2.1 Method of Exercise. Subject to the terms and conditions of this Warrant, Holder may exercise this Warrant with respect to any Token, at any time or from time to time on or after the initial Token Structuring Event for such Token, and before the Expiration Date, for up to Holder’s Portion of Tokens. This Warrant may be exercised any number of times by Holder, prior to the Expiration Date, to provide Holder the opportunity to purchase up to Holder’s Portion of Tokens following each instance that new Tokens are minted, generated or created following the initial Token Structuring Event for such Token, and may be separately exercised with respect to each Protocol. This Warrant shall be exercised by submitting a copy of the exercise notice attached hereto as Exhibit 1, duly executed by Holder, and by payment in a form specified in Section 2.2 hereof of an amount equal to the Warrant Exercise Price or, if applicable, an election to net exercise this Warrant as provided in Section 2.5 hereof for the number of Tokens to be acquired in connection with such exercise.

2.2 Form of Payment. Payment for the Tokens upon exercise of the Warrant may be made by (a) transfer of funds to the Company in the currency of Company’s choice, (b) by net exercise as provided in Section 2.5 hereof, (c) transfer of stablecoins such as USDC or USDT, or (d) any combination of the foregoing.

2.3 Delivery of Tokens. In connection with each exercise pursuant to this Section 2, the Holder will provide to the Company with a network address to allocate Holder's Tokens to upon such exercise (or otherwise upon the applicable date of delivery, as described herein), and the Company shall deliver, or cause to be delivered, such Tokens to such network address. Holder may update such network address by providing written notice in accordance with Section 8.5; provided, that the Company need not consider such updated network address to be valid until the Company has confirmed receipt of such notice and has approved such updated network address.

2.4 Net Exercise Election.
a) Upon each exercise of this Warrant and subject to the Transfer Restrictions, Holder may elect to make such exercise without the payment by Holder of any additional consideration, by submitting a copy of the exercise notice attached hereto as Exhibit 1 with the net exercise election selected, duly executed by Holder, for the number of Tokens that is obtained under the following formula:

X = Y – (A ÷ B)

where

X = the number Tokens to be issued to Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 2.5.
Y = the number of Tokens equal to Holder’s Portion.
A = the Warrant Exercise Price.
B = the fair market value of one Token, determined at the time of such net exercise as set forth in the last paragraph of this Section 2.5.

b) The Company will promptly respond in writing to an inquiry by Holder as to the then current fair market value of one Token. For purposes of the calculation in Section 2.5(a), the fair market value of one Token shall be determined by the Company’s or Parent’s Board of Directors in good faith.

2.5 Notice of Token Structuring Event. The Company further covenants and agrees to provide Holder with at least ten (10) days’ notice prior to a consummation of any Token Structuring Event by a Token Issuer, which notice shall include a description of the Protocol and the Tokens to be issued in such Token Structuring Event (including, without limitation, a description of the number of Tokens that have been issued by a Token Issuer during the term of the Warrant and the portion of respective Total Network Tokens allocated to the Insider Pool for each such Token).

3. ISSUANCE OF TOKENS.

3.1 Date of Issuance. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date that it is fully exercised pursuant to the terms of Section 2 above, and the Person entitled to receive the Tokens issuable upon such exercise shall be treated for all purposes as the holder of record of such Tokens as of the close of business on such date. As soon as practicable on or after such date, and in any event within 2 days following such date of exercise, the Company shall issue and deliver, or cause to be issued and delivered, to the network address specific on the exercise notice attached hereto as Exhibit 1 that the Holder delivers to the Company the Tokens issuable upon such exercise.

3.2 Restrictions on Tokens. The Tokens issued upon each exercise of this Warrant may be subject to such restrictions on Transferability as required by applicable law and certain additional restrictions on Transferability as may be reasonably imposed by the Company (the "Transfer Restrictions"). Notwithstanding anything herein to the contrary, during any period any Tokens issued pursuant to this Warrant are subject to restrictions on Transfer, Holder may (i) Transfer any Tokens to any Affiliate of the Holder and (ii) exercise the voting and other governance rights linked to such Tokens or deploy them towards staking in accordance with the governance and other rules of the Protocol.

3.3 Reservation of Tokens. The Company shall reserve, or cause to be reserved, for the benefit of the Holder, and not distribute, sell or encumber, or cause to be not distributed, sold or encumbered, the maximum number of Tokens issuable under this Warrant until this Warrant is fully exercised.

4. ADDITIONAL COVENANTS.

4.1 Token Custodians. Promptly following distribution of the initial Token Structuring Event, the Company will use commercially reasonable efforts to partner with a third-party custodian (including widely available high quality custody solutions such as Anchorage, Coinbase or other Qualified Custodian under SEC rules) so that such custodian will accept and support such Tokens with secure wallet and storage services reasonably following such distribution.

4.2 Sybil Attacks. Holder and the Company will use reasonable efforts to prohibit their respective employees, Affiliates and the employees of such affiliates from creating multiple accounts primarily for the purpose of participating in any retroactive airdrop of Tokens of the Company.

5. EFFECT OF REORGANIZATION, CONSOLIDATION OR MERGER.

5.1 (a) In case of any recapitalization or reorganization of the Company (including the conversion of the Company into a foundation or another corporate form) or (b) in case the Company shall consolidate with or merge into one or more other corporations or entities, in each case that is not a Deemed Liquidation Event (each, a "Reorganization Event"), if after such Reorganization Event, this Warrant is exercisable for Tokens of a corporation or entity other than the Company, then such corporation or entity shall duly execute and deliver to Holder a supplement hereto acknowledging such corporation’s or other entity’s obligations under this Warrant; and in each such case, the terms of this Warrant shall be applicable to Tokens receivable upon the exercise of this Warrant after the consummation of such Reorganization Event. The Company shall promptly give Holder at least ten (10) days’ prior written notice of each Reorganization Event.

5.2 In the event that a Token Issuer completes a Token Structuring Event while this Warrant is outstanding, then this Warrant shall become exercisable for Holder’s Portion of such Tokens. The Company covenants and agrees that to the extent that such Token Structuring Event is consummated by any party other than the Company, the Company will, as a condition to any participation in, cooperation with, or transfer or license of rights with respect to, such Token Structuring Event, ensure that the Token Issuer accepts, in writing for the benefit of Holder, the obligation to issue the applicable Tokens to Holder upon exercise of this Warrant in accordance with the terms hereof.

6. REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Holder as of the Issue Date:

6.1 Marketable Title. Upon delivery of the Tokens upon exercise of the Warrant, Token Issuer shall deliver, and Holder shall have, good and marketable title to the Tokens, free and clear of all liens, claims, charges and encumbrances of any kind whatsoever, except as set forth in Section 3.2. The Tokens issuable hereunder will be, upon exercise of the Warrant, fully vested and are not subject to any restrictions on transfer that may otherwise bind the Holder, except as set forth in Section 3.2.

7. REPRESENTATIONS AND WARRANTIES OF HOLDER. In order to induce the Company to issue this Warrant to the original Holder, the original Holder has made representations and warranties to the Company as set forth on Schedule 1.

8. GENERAL PROVISIONS.

8.1 Attorneys’ Fees. In the event any party is required to engage the services of any attorneys for the purpose of enforcing this Warrant, or any provision thereof, the prevailing party shall be entitled to recover its reasonable expenses and costs in enforcing this Warrant, including attorneys’ fees.

8.2 Transfer. Except as expressly provided hereunder, neither this Warrant nor any rights hereunder may be assigned, conveyed or Transferred by Holder, in whole or in part, without the Company’s prior written consent; provided, that, notwithstanding the foregoing, Holder may assign convey or transfer this Warrant and/or any rights hereunder to (a) an Affiliate, partner, member, limited partner, retired or former partner, retired or former member, or stockholder of the Holder; (b) to a Swiss non-profit foundation created by Holder; or (c) subject to the Company’s prior written consent, which shall not be unreasonably withheld, any other Person; provided further, and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of the Warrant and make the representations and warranties to the Company as set forth on Schedule 1. The rights and obligations of the Company and the Holder under this Warrant shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.

8.3 Governing Law. This Warrant shall be governed by and construed under the internal laws of Switzerland, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

8.4 Headings. The headings and captions used in this Warrant are used only for convenience and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to Sections and Exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

8.5 Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Warrant to the extent they are unenforceable and the remainder of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

8.6 Entire Agreement. This Warrant, the documents referred to herein and all attachments hereto and thereto, together with all the exhibits and schedules hereto and thereto, constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, warrants, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.

8.7 Further Assurances. At any time or from time to time after the date hereof, the Company shall cooperate with the Holder, and at the request of the Holder, shall execute and deliver any further instruments or documents and to take all such further actions as the Holder may reasonably request in order to carry out the intent of this Warrant.

8.8 No Impairment. Except and to the extent waived or consented to by the Holder, or as otherwise permitted under the terms hereof, neither the Company nor any Token Issuer will, by amendment of its corporate documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company or such Token Issuer, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereunder against impairment.

8.9 Reporting Matters. The parties hereto intend, and the Company will treat, this Warrant as an option for applicable tax purposes through and including the initial exercise of this Warrant; provided that the foregoing would not apply should the applicable tax laws change in the future in a way that, in the opinion of counsel, would cause the Company’s compliance with the foregoing to violate such tax laws.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Warrant to Purchase Tokens as of the date first written above.

THE DAO:
By: {{signature of Grantee Signatory Email}}
Name: [[Grantee Name]]
Title: [[Grantee Title]]

HOLDER:
By: {{signature of Grantor Signatory Email}}
Name: [[Grantor Name]]
Title: [[Grantor Title]]
Address: [[Grantor ETH Address]]

EXHIBIT 1

EXERCISE NOTICE
(To be completed and signed only upon each exercise of the Warrant)

To: ______________ (the "Company")

We refer to that certain Warrant to Purchase Tokens of the Company issued on ________ (the "Warrant"). All terms used but not defined herein have the meanings given to them in the Warrant.

Select one of the following two alternatives:

[ ] Cash Exercise. On the terms and conditions set forth in the Warrant, the undersigned Holder hereby elects to purchase _______________ of the Holder’s Portion of the Tokens (the "Warrant Tokens"), pursuant to the terms of the attached Warrant, and tenders herewith payment of the Warrant Exercise Price in full.

[ ] Net Exercise Election. On the terms and conditions set forth in the Warrant, the undersigned Holder elects to convert the Warrant into Tokens by net exercise election pursuant to Section 2.5 of the Warrant.

In exercising the Warrant, the undersigned Holder hereby confirms and acknowledges that the representations and warranties set forth in Schedule 1 as they apply to the undersigned Holder are true and complete in all material respects as of the date on which Holder exercises the Warrant. Please (i) issue and deliver the Warrant Tokens to Holder at the network address set forth below and (ii) deliver to Holder, at the address set forth below, evidence that the Warrant Tokens have been registered in Holder’s name and allocated to Holder using the network address set forth below.

______________

______________
(Address)
______________
(Network Address)

WHEREFORE, the undersigned Holder has executed and delivered the Warrant and this Exercise Notice as of the date set forth below.

HOLDER:

IF AN INDIVIDUAL:

By:______________
(duly authorized signature)

Name:______________
(please print or type full name)

Date:______________

IF AN ENTITY:

(please print or type complete name of entity)

By:______________
(duly authorized signature)

Name______________
(please print or type full name)

Title:
(please print or type full title)
Date:______________

Schedule 1
Holder hereby represents and warrants to the Company as follows:

1.1 Authorization. Holder has full power and authority and, with respect to any individual Holder, the capacity to enter into this Warrant. This Warrant, when executed and delivered by Holder, will constitute valid and legally binding obligations of Holder, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

1.2 Purchase Entirely for Own Account. Holder is acquiring this Warrant for investment for Holder’s own account, not as a nominee or agent (other than as set forth on the signature pages hereto), and not with a view to the resale or distribution of any part thereof, and Holder has no present intention of selling, granting any participation in, or otherwise distributing the same or any part thereof. Holder further represents that Holder does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to this Warrant or any part hereof. Holder has not been formed for the specific purpose of acquiring this Warrant.

1.3 Disclosure of Information. Holder has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of this Warrant with the Company’s management and has had an opportunity to review the Company’s facilities.

1.4 Restricted Securities. Holder understands that this Warrant has not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Holder’s representations as expressed herein. Holder understands that this Warrant is a "restricted security" under applicable U.S. federal and state securities laws and that, pursuant to these laws, Holder must hold this Warrant indefinitely unless it is registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Holder acknowledges that the Company has no obligation to register or qualify for resale this Warrant. Holder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for this Warrant, and on requirements relating to the Company which are outside of Holder’s control, and which the Company is under no obligation and may not be able to satisfy.