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Exhibit 10.48
 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES
INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE
HOLDER, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY (IF AN OPINION OF COUNSEL IS REQUESTED BY
THE COMPANY), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.
 180 CONNECT, INC.
 Warrant To Purchase Common Stock
 1  Issuance Date
 Company Holder Warrant 2 Warrant Shares
 EXERCISE OF WARRANT
 Mechanics of Exercise Exhibit A Exercise Notice
 
 1
    
    Subject to the reduction set forth in Section 1(h).2
    
    Subject to the reduction set forth in Section 1(h). 1




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Aggregate Exercise Price st Exercise Delivery Documents Transfer Agent rd Share Delivery Date DTC
 Exercise Price Exercise Price
 2




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Companys Failure to Timely Deliver Securities rd Buy-In Buy-In Price
 Cashless Exercise Cashless Exercise
 Net Number =
    
    (A x B) - (A x C)B
     Disputes
 3




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Limitations on Exercises Maximum Percentage 1934 Act
 Insufficient Authorized Shares Required Reserve Amount Authorized Share Failure
 4




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Net Exercise; Withholding
 ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES
 Stock Dividends and Splits
 Number of Warrant Shares
 5




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Other Events
 Calculations th
 RIGHTS UPON DISTRIBUTION OF ASSETS Distribution
 6




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PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS
 Purchase Rights Purchase Rights
 Fundamental Transactions
 7




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Corporate Event
 NONCIRCUMVENTION
 WARRANT HOLDER NOT DEEMED A STOCKHOLDER
 8




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REISSUANCE OF WARRANTS
 Transfer of Warrant
 Lost, Stolen or Mutilated Warrant
 Exchangeable for Multiple Warrants
 Issuance of New Warrants
 9




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NOTICES
  
  th
  
   10




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AMENDMENT AND WAIVER
 SEVERABILITY
 GOVERNING LAW
 CONSTRUCTION; HEADINGS
 DISPUTE RESOLUTION
 11




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REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF
 TRANSFER
 CERTAIN DEFINITIONS
 Bloomberg
 Business Day
 Common Stock
 Convertible Securities
 Eligible Market
 12




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Expiration Date th Holiday
 Fundamental Transaction
 Options
 Parent Entity
 Person
 Principal Market
 Successor Entity
 Trading Day
 13




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VWAP
 REGISTRATION RIGHTS SEC 1933 Act
 14




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signature page follows
 15




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IN WITNESS WHEREOF,
 180 CONNECT, INC.By:Name:Title: 16




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EXHIBIT A
 EXERCISE NOTICE
 TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK
 180 CONNECT, INC.
 Warrant Shares Company Warrant
 Form of Exercise Price
 ____________
    
    a Cash Exercise with respect to ____________Warrant Shares; and/or____________
    
    a Cashless Exercise with respect to ____________Warrant Shares.
 Payment of Exercise Price
 Delivery of Warrant Shares
       Name of Registered HolderBy:Name:Title: