NEITHER
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON
STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH
WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER
SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

    


    VOID
AFTER 5:00 P.M. ON DECEMBER 30, 2014

    


    COMPLIANCE
SYSTEMS CORPORATION

    COMMON
STOCK PURCHASE WARRANT CERTIFICATE

    


    
      270,000
Common Stock Purchase
Warrants

    

    


    
      	 
      	
              Glen
      Cove, New York

            
	
              Warrant
      Certificate No. _______

            	
              As
      of December 31, 2009

            


    

    


    THIS IS TO CERTIFY THAT, for
value received, Henry A.
Ponzio (the “Warrantholder”), is the registered owner of the number of
common stock purchase warrants (each, a “Warrant”) of Compliance Systems
Corporation, a Nevada corporation (the “Company”), set forth above, each Warrant
entitling the owner thereof to purchase from the Company, at a purchase price of
$0.05 per Warrant (the “Purchase Price”), at any time on or after the
Commencement Date (as defined in paragraph 1(b) below) and terminating at 5:00
p.m., Glen Cove, New York time, on December 30, 2014 (the “Expiration Time”),
one duly authorized, validly issued, fully paid and non-assessable share (each,
a “Warrant Share”) of the common stock, par value $0.001 per share (the “Common
Stock”), of the Company, subject to the terms and conditions contained
herein.  The number of Warrants evidenced by this Warrant Certificate
(and the number and kind of securities which may be purchased upon exercise of
the Warrants), and the Purchase Price per Warrant Share, each as set forth
above, are as of the date hereof.  As provided herein, the Purchase
Price and the number of shares of Common Stock or other securities which may be
purchased upon the exercise of the Warrants evidenced by this Warrant
Certificate are, upon the happening of certain events, subject to modification
and adjustment.

    


    This
Warrant Certificate, together with any warrant certificate(s) issued in
replacement or substitution hereof (as provided for herein) evidencing all or
part of the Warrants evidenced hereby, are sometimes collectively referred to
herein as the “Warrant Certificates.”

    


    The
rights of the registered holder of this Warrant Certificate shall be subject to
the following further terms and conditions:

    


    
      	
              1.

            	
              Exercise
      of Warrants.

            


    

    


    (a)     The
Warrants may be exercised, in whole or in part, at any time and from time to
time, during the period commencing on the Commencement Date and terminating at
the Expiration Time by surrendering this Warrant Certificate, with the Exercise
Form provided for herein duly completed and executed by the Warrantholder or by
the Warrantholder’s duly authorized attorney-in-fact, at the principal office of
the Company, presently located at 90 Pratt Oval, Glen Cove, New York 11542, or
at such other office or agency in the United States as the Company may designate
by notice in writing to the Warrantholder (in either event, the “Company
Offices”), accompanied by payment in full, either in the form of cash, bank
cashier’s check or certified check payable to the order of the Company, of the
Purchase Price payable in respect of the Warrants being
exercised.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)           For
purposes of this Warrant Certificate, the term “Commencement Date” shall mean
December 31, 2009.

    


    (c)           On
the day immediately following the date of a valid exercise of any Warrants, the
Warrantholder exercising such Warrant(s) shall be deemed to have become the
holder of record for all purposes of the Warrant Shares to which such valid
exercise relates.

    


    (d)           As
soon as practicable, but not in excess of five days, after the valid exercise of
all or part of the Warrants evidenced by this Warrant Certificate, the Company,
at the Company’s expense (including the payment by Company of any applicable
issuance and similar taxes), will cause to be issued in the name of and
delivered to the Warrantholder, or such other party identified in the purchase
form, certificates evidencing the number of duly authorized, validly issued,
fully paid and non-assessable Warrant Shares to which the Warrantholder, or such
other party identified in the Exercise Form, shall be entitled upon such
exercise, as adjusted to reflect the effects, if any, of the anti-dilution
provisions of section 3 of this Warrant Certificate, such certificates to be in
such reasonable denominations as Holder shall request when delivering the duly
completed Exercise Form.

    


    (e)           No
certificates for fractional Warrant Shares shall be issued upon the exercise of
any of the Warrants but, in lieu thereof, the Company shall, upon exercise of
all the Warrants, round up any fractional Warrant Shares to the nearest whole
share of Common Stock.

    


    (f)           If
fewer than all of the Warrants are exercised, the Company shall, upon each
exercise prior to the Expiration Time, execute and deliver to the Warrantholder
a new Warrant Certificate (dated as of the date hereof) evidencing the balance
of the Warrants that remain exercisable.

    


    
      	
              2.

            	
              Issuance of Common Stock;
      Reservation of Warrant Shares.  The Company covenants and
      agrees that:

            


    

    


    (a)     all
Warrant Shares which may be issued upon the exercise of all or part of the
Warrants will, upon issuance in accordance with the terms hereof, be validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
with respect to the issue thereof;

    (b)           at
all times prior to the Expiration Time, the Company shall keep reserved for
issuance a sufficient number of authorized shares of Common Stock to permit the
exercise in full of the Warrants evidenced by this Warrant Certificate;
and

    (c)           if
any shares of Common Stock to be reserved for the purpose of the issuance of
Warrant Shares upon the exercise of Warrants require registration with, or
approval of, any governmental authority under any federal or state law before
such shares may be validly issued or delivered upon exercise, then the Company
will promptly use its best efforts to effect such registration or obtain such
approval, as the case may be.

    


    
      3.           
Adjustments of Purchase Price, Number
and Character of Warrant Shares, Number of Warrants.  The
Purchase Price and the number and kind of securities purchasable upon the
exercise of each Warrant shall be subject to adjustment from time to time upon
the happening of the events enumerated in this section 3.

    

    


    (a)           Stock Dividends,
Subdivisions and Combinations.  In case the Company shall at
any time on or before the Expiration Time:

    (i)           pay
a dividend in shares of Common Stock or make a distribution in shares of Common
Stock or such other stock to holders of all its outstanding shares of Common
Stock;

    (ii)          subdivide,
reclassify or recapitalize the outstanding shares of Common Stock into a greater
number of shares;

    (iii)         combine,
reclassify or recapitalize the outstanding shares of Common Stock into a smaller
number of shares of Common Stock; or

    (iv)         issue
by reclassification of shares of Common Stock into any other securities of the
Company (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation);


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    then the
number and kind of Warrant Shares purchasable upon exercise of each Warrant
outstanding immediately prior thereto shall be adjusted so that the
Warrantholder shall be entitled to receive the kind and number of shares of
Common Stock or other securities of the Company which the Warrantholder would
have owned or have been entitled to receive after the happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the earlier of the happening of such event or any record date in respect
thereto.  In the event of any adjustment of the number of Warrant
Shares purchasable upon the exercise of each then outstanding Warrant pursuant
to this paragraph 3(a), the Purchase Price shall be adjusted to be the amount
resulting from dividing the number of shares of Common Stock (including
fractional shares of Common Stock) covered by such Warrant immediately after
such adjustment into the total amount payable upon exercise of such Warrant in
full immediately prior to such adjustment.  An adjustment made
pursuant to this paragraph 3(a) shall become effective immediately after the
effective date of such event retroactive to the record date for any such
event.  Such adjustment shall be made successively whenever any event
listed in clauses (i) through (iv) of this paragraph 3(a) shall
occur.

    


    (b)           Extraordinary
Dividends.  In case the Company shall, at any time on or before
the Expiration Time, fix a record date for the issuance of rights, options, or
warrants to all holders of outstanding shares of Common Stock, entitling such
holders (for a period expiring within 45 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible into shares of Common Stock) at a price per share of Common Stock
(or having an exchange or conversion price per share of Common Stock, with
respect to a security exchangeable for or convertible into shares of Common
Stock) which is lower than the Purchase Price on such record date, then the
Purchase Price shall be adjusted so that the Purchase Price, as so adjusted,
shall equal the price determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, of which (i) the numerator
shall be the number of shares of Common Stock outstanding on such record date
plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial exchange or
conversion price of the exchangeable or convertible securities so to be offered)
would purchase at the Purchase Price and (ii) the denominator shall be the
number of shares of Common Stock outstanding on such record date plus the number of
additional shares of Common Stock to be offered for subscription or purchase (or
into which the exchangeable or convertible securities so to be offered are
initially exchangeable or convertible).  Such adjustment shall become
effective at the close of business on such record date; provided, however, to the
extent that shares of Common Stock (or securities exchangeable for or
convertible into shares of Common Stock) are not delivered after the expiration
of such rights, options, or warrants, the Purchase Price shall be readjusted
(but only with respect to Warrants exercised after such expiration) to the
Purchase Price which would then be in effect had the adjustments made upon the
issuance of such rights, options, or warrants been made upon the basis of
delivery of only the number of shares of Common Stock (or securities
exchangeable for or convertible into shares of Common Stock) actually
issued.  In case any subscription price may be paid in a consideration
part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the Board of Directors of
the Company and shall be described in a statement mailed to the
Warrantholder.  Shares of Common Stock owned by or held for the
account of the Company shall not be deemed outstanding for the purpose of any
such computation.

    


    (c)           Extraordinary
Distributions.  In case the Company shall, at any time on or
before the Expiration Time, distribute to all holders of shares of Common Stock
(including any such distribution made in connection with a consolidation or
merger in which the Company is the surviving corporation) evidences of the
Company’s indebtedness or assets (excluding cash dividends and distributions
payable out of consolidated net income or earned surplus in accordance with
Nevada law and dividends or distributions payable in shares of stock described
in paragraph 3(a) of this Warrant Certificate) or rights, options, or warrants
or exchangeable or convertible securities containing the right to subscribe for
or purchase shares of Common Stock (or securities exchangeable for or
convertible into shares of Common Stock), then the Purchase Price shall be
adjusted by multiplying the Purchase Price in effect immediately prior to the
record date for such distribution by a fraction, of which (i) the numerator
shall be the Purchase Price as in effect on such record date, less the fair market
value (as determined in good faith by the Board of Directors of the Company) of
the portion of the evidences of indebtedness or assets so to be distributed or
of such rights, options or warrants applicable to one share of Common Stock and
(ii) the denominator shall be the Purchase Price as in effect on such record
date.  Such adjustment shall be made whenever any such distribution is
made, and shall become effective on the date of distribution retroactive to the
record date for such transaction.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

    


    (d)           Stock
Issuances.

    


    (i)           If
the Company shall, at any time or from time to time on or before the Expiration
Time, issue (x) shares of Common Stock, (y) rights, options, warrants or other
securities entitling the holder thereof to subscribe for, purchase, convert to,
exchange for or otherwise acquire Common Stock or (z) rights, options, warrants
or other securities entitling the holder thereof to subscribe for, purchase,
convert to, exchange for or otherwise acquire such convertible or exchangeable
securities (in each case, other than Excluded Securities (as defined in
subparagraph 3(d)(iii) of this Warrant Certificate and other than issuances that
result in an adjustment under paragraphs 3(a), 3(b) or 3(c) of this Warrant
Certificate), without consideration or for a consideration per share of Common
Stock less than the Purchase Price in effect immediately prior to the issuance
of such Common Stock or such rights, options, warrants or other securities, the
Purchase Price in effect immediately prior to each such issuance shall forthwith
be adjusted to a price equal to the quotient obtained by dividing: (A) an amount
equal to the sum of (I) the total number of shares of Common Stock outstanding
immediately prior to such issuance (including any shares of Common Stock deemed
to have been issued pursuant to subclauses (B)(1) and (B)(2) of subparagraph
3(d)(ii) of this Warrant Certificate), multiplied by the
Purchase Price in effect immediately prior to such issuance, plus (II) the
consideration received by the Company upon such issuance, by (B) the total
number of shares of Common Stock outstanding (including any shares of Common
Stock deemed to have been issued pursuant to subclauses (B)(1) and (B)(2) of
subparagraph 3(d)(ii) of this Warrant Certificate).

    (ii)          For
the purposes of any adjustment of the Purchase Price pursuant to this paragraph
3(d), the following provisions shall be applicable:

    (A)          In
the case of the issuance of Common Stock for a consideration in whole or in part
other than cash, the consideration other than cash shall be deemed to be the
fair market value thereof as determined in good faith by the Board of Directors
of the Company, irrespective of any accounting treatment; and

    (B)          In
the case of (x) the issuance of rights, options or warrants entitling the holder
thereof to subscribe for, purchase or otherwise acquire Common Stock, (y)
securities convertible into or exchangeable for Common Stock or (z) rights,
options, warrants or other securities convertible into or exchangeable for such
convertible or exchangeable securities -

    (1)           the
aggregate maximum number of shares of Common Stock deliverable upon exercise of
such rights, options or warrants entitling the holder thereof to subscribe for,
purchase or otherwise acquire Common Stock shall be deemed to have been issued
at the time such rights, options or warrants were issued and for a consideration
equal to the consideration (determined in the manner provided in clause (A) of
this subparagraph 3(d)(ii)), if any, received by the Company upon the issuance
of such rights, options or warrants plus the minimum
purchase price provided in such rights, options or warrants for the Common Stock
covered thereby;

    (2)           the
aggregate maximum number of shares of Common Stock deliverable upon conversion
of or in exchange for any such convertible or exchangeable securities or upon
the exercise of rights, options or warrants to subscribe for, purchase or
otherwise acquire such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been issued at the time
such rights, options, warrants or securities were issued and for a consideration
equal to the consideration received by the Company for any such rights, options,
warrants and securities (excluding any cash received on account of accrued
interest or accrued dividends), plus the
consideration, if any, to be received by the Company upon the conversion or
exchange of such securities or the exercise of any related rights, options or
warrants (the consideration in each case to be determined in the manner provided
in clause (A) of this subparagraph 3(d)(ii);

    (3)           on
any change in the number of shares of Common Stock deliverable upon exercise of
any such rights, options or warrants or conversions of or exchanges for such
convertible or exchangeable securities or any change in the consideration to be
received by the Company upon the exercise of any such rights, options or
warrants or conversions of or exchanges for such convertible or exchangeable
securities, other than a change resulting from the anti-dilution provisions
thereof, the Purchase Price shall forthwith be readjusted to such Purchase Price
as would have obtained had the adjustment made upon the issuance of such rights,
options, warrants or securities not converted prior to such change been made
upon the basis of such change; and


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    (4)           on
the expiration of any such rights, options or warrants, the termination of any
such rights to convert or exchange or the expiration of any rights, options or
warrants related to such convertible or exchangeable securities, the Purchase
Price shall forthwith be readjusted to such Purchase Price as would have
obtained had the adjustment made upon the issuance of such rights, options,
warrants or securities or rights, options or warrants related to such securities
been made upon the basis of the issuance of only the number of shares of Common
Stock actually issued upon exercise of such rights, options or warrants, upon
the conversion or exchange of such securities or upon the exercise of the
rights, options or warrants related to such securities and subsequent conversion
or exchange thereof.

    (iii)         For
the purposes of this paragraph 3(d), the term “Excluded Securities” shall mean
(A) shares of Common Stock issuable upon conversion or exercise, as applicable,
of the convertible securities, rights, options and warrants of the Company
outstanding as of the Commencement Date and(B) the first 15 million shares of
Common Stock issuable under an equity incentive plan for employees, officers,
directors and/or independent contractors of the Company adopted by the Board of
Directors of the Company, provided such Common
Stock is sold at or above the lower of the Current Market Price as of the date
of grant or issuance of the option or other right granted or issued under such
plan or date of issuance of such Common Stock.

    


    (e)           Current Market Price
Defined.  For purposes of this Warrant Certificate, the
“Current Market Price”  (the “Current Market Price”) on any date shall
be deemed to be the Closing Price of the shares of Common Stock on the date in
question.

    


    (f)           Closing Price
Defined.  For purposes of this Warrant Certificate, the term
“Closing Price” of the shares of Common Stock for a day or days shall
mean:

    (i)           if
the shares of Common Stock are listed or admitted for trading on a national
securities exchange, the last reported sales price or, in case no such reported
sale takes place on such day or days, the average of the reported closing bid
and asked prices, in either case on the principal national securities exchange
on which the shares of the Common Stock are listed or admitted for trading,
or

    (ii)          if
the shares of Common Stock are not listed or admitted for trading on a national
securities exchange,

    (A)           the
average of the closing bid and asked prices of the Common Stock as quoted on the
Over-The-Counter Bulletin Board (the “Bulletin Board”) maintained by the
Financial Industry Regulatory Authority (“FINRA”), or

    (B)           if
the shares of Common Stock are not quoted on the Bulletin Board, the average of
the closing bid and asked prices of the common stock in the over-the-counter
market, as reported by The Pink Sheets, LLC, or an equivalent generally accepted
reporting service, or

    (iii)         if
on any such day the shares of Common Stock are not listed on a national
securities exchange nor quoted on the Bulletin Board or by The Pink Sheets, LLC,
the fair market value of the shares of Common Stock as determined in good faith
by the Board of Directors of the Company.

    


    (g)           Capital Reorganizations and
Other Reclassifications.  In case of any capital reorganization
of the Company, or of any reclassification of the shares of Common Stock (other
than a reclassification, subdivision or combination of shares of Common Stock
referred to in paragraph 3(a) of this Warrant Certificate), or in case of the
consolidation of the Company with, or the merger of the Company with, or merger
of the Company into, any other corporation (other than a reclassification of the
shares of Common Stock referred to in paragraph 3(a) of this Warrant Certificate
or a consolidation or merger which does not result in any reclassification or
change of the outstanding shares of Common Stock) or of the sale of the
properties and assets of the Company as, or substantially as, an entirety to any
other corporation or entity occurring on or before the Expiration Time, each
Warrant shall, after such capital reorganization, reclassification of shares of
Common Stock, consolidation, merger, or sale, be exercisable, upon the terms and
conditions specified in this Warrant Certificate, for the kind, amount and
number of shares or other securities, assets, or cash to which a holder of the
number of shares of Common Stock purchasable (at the time of such capital
reorganization, reclassification of shares of Common Stock, consolidation,
merger or sale) upon exercise of such Warrant would have been entitled to
receive upon such capital reorganization, reclassification of shares of Common
Stock, consolidation, merger, or sale; and in any such case, if necessary, the
provisions set forth in this section 3 with respect to the rights and interests
thereafter of the Warrantholder shall be appropriately adjusted so as to be
applicable, as nearly equivalent as possible, to any shares or other securities,
assets, or cash thereafter deliverable on the exercise of the
Warrants.  The Company shall not effect any such consolidation,
merger, or sale, unless prior to or simultaneously with the consummation thereof
the successor corporation or entity (if other than the Company) resulting from
such consolidation or merger or the corporation or entity purchasing such assets
or other appropriate corporation or entity shall assume, by written instrument,
the obligation to deliver to the Warrantholder such shares, securities, assets,
or cash as, in accordance with the foregoing provisions, such holders may be
entitled to purchase and the other obligations hereunder.  The
subdivision or combination of shares of Common Stock at any time outstanding
into a greater or lesser number of shares shall not be deemed to be a
reclassification of the shares of Common Stock for purposes of this paragraph
3(g).


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    (h)           Minimum
Adjustment.  Except as hereinafter provided, no adjustment of
the Purchase Price hereunder shall be made if such adjustment results in a
change of the Purchase Price then in effect of less than one cent ($.01) per
share.  Any adjustment of less than one cent ($.01) per share of any
Purchase Price shall be carried forward and shall be made at the time of and
together with any subsequent adjustment which, together with adjustment or
adjustments so carried forward, amounts to one cent ($.01) per share or
more.  However, upon exercise of this Warrant Certificate, the Company
shall make all necessary adjustments (to the nearest cent) not theretofore made
to the Purchase Price up to and including the effective date upon which this
Warrant Certificate is exercised.

    


    (i)          
 Notice of
Adjustments.  Whenever the Purchase Price shall be adjusted
pursuant to this section 3, the Company shall promptly deliver a certificate
signed by the President or a Vice President and by the Chief Financial Officer,
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Company, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), by first class mail
postage prepaid to the Warrantholder.

    


    (j)           
Adjustments to Other
Securities.  In the event that at any time, as a result of an
adjustment made pursuant to this section 3, the Warrantholder shall become
entitled to purchase any shares or securities of the Company other than the
shares of Common Stock, thereafter the number of such other shares or securities
so purchasable upon exercise of each Warrant and the purchase price for such
shares or securities shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock contained in paragraphs 3(a), 3(b), 3(c),
3(d) and 3(g) of this Warrant Certificate.

    


    (k)           Deferral of Issuance of
Additional Shares in Certain Circumstances.  In any case in
which paragraph 3(b) of this Warrant Certificate shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event issuing to the holder of a Warrant exercised after such record date the
shares of Common Stock, if any, issuable upon such exercise over and above the
Warrant Shares, if any, issuable upon such exercise on the basis of the Purchase
Price in effect prior to such adjustment; provided, however, that the
Company shall deliver as soon as practicable to such holder a due bill or other
appropriate instrument provided by the Company evidencing such holder’s right to
receive such additional shares of Common Stock upon the occurrence of the event
requiring such adjustment.

    


    4.           Definition of Common
Stock.  The Common Stock issuable upon exercise of the Warrants
shall be the Common Stock as constituted on the Commencement Date, except as
otherwise provided in section 3 of this Warrant Certificate.

    


    5.           Replacement of Warrant
Certificates.  If this Warrant Certificate shall be lost,
stolen, mutilated or destroyed, the Company shall, on such terms as to indemnity
or otherwise as the Company may in the Company’s discretion reasonably impose,
issue a new certificate of like tenor or date representing in the aggregate the
right to subscribe for and purchase the number of shares of Common Stock which
may be subscribed for and purchased hereunder.  Any such new
certificate shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed Warrant
Certificate shall be at any time enforceable by anyone.

    


    6.           Registration.  This
Warrant Certificate, as well as all other warrant certificates representing
Warrants shall be numbered and shall be registered in a register (the “Warrant
Register”) maintained at the Company Offices as they are issued.  The
Warrant Register shall list the name, address and Social Security or other
federal taxpayer identifying number, if any, of all
Warrantholders.  The Company shall be entitled to treat the
Warrantholder as set forth in the Warrant Register as the owner in fact of the
Warrants as set forth therein for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrants on the
part of any other person, and shall not be liable for any registration of
transfer of Warrants that are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with such knowledge of such facts that its
participation therein amounts to bad faith.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

    


    7.           Transfer.

    


    (a)           Subject
to paragraph 7(b) of this Warrant Certificate, the Warrantholder may transfer or
assign the Warrants evidenced by this Warrant Certificate, in whole or in part,
to any officer, director, principal, member, equity owner, employee, consultant
or affiliate of the Warrantholder by surrendering this Warrant Certificate, with
the Assignment Form, substantially in the form provided herein, completed and
duly executed by the Warrantholder or by the Warrantholder’s duly authorized
attorney-in-fact, at the Company Offices.  The Company shall execute
and deliver a new Warrant Certificate in the name of the assignee or assignees
set forth in the Assignment Form and this Warrant Certificate shall promptly be
canceled.  If fewer than all of the Warrants are assigned, the Company
shall execute and deliver to the Warrantholder a new Warrant Certificate (dated
as of the date of this Warrant Certificate) evidencing the balance of the
Warrants that remain exercisable by the Warrantholder.

    


    (b)           NEITHER
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF COMMON
STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH
WARRANTS HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER
SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

    


    (c)           In
the event of a transfer of any Warrants in accordance with this section 7, the
Company shall, upon the surrender of this Warrant Certificate with the
Assignment Form completed, dated and signed, execute and deliver to the
transferee a new warrant certificate, substantially in form to this Warrant
Certificate, evidencing the number of Warrants so transferred to such transferee
and naming the transferee as the Warrantholder.

    


    8.           Exchange of Warrant
Certificates.  This Warrant Certificate may be exchanged for
another certificate or certificates entitling the Warrantholder thereof to
purchase a like aggregate number of Warrant Shares as this Warrant Certificate
entitles such Warrantholder to purchase.  A Warrantholder desiring to
so exchange this Warrant Certificate shall make such request in writing
delivered to the Company, and shall surrender this Warrant Certificate
therewith.  Thereupon, the Company shall execute and deliver to the
person entitled thereto a new certificate or certificates, as the case may be,
as so requested.

    


    9.           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given when delivered in person, against written receipt therefor, or two
days after being sent, by registered or certified mail, postage prepaid, return
receipt requested, and, if to the Warrantholder, at such address as is shown on
the Warrant Register or as may otherwise may have been furnished to the Company
in writing in accordance with this section 9 by the Warrantholder and, if to the
Company, at the Company Offices or such other address as the Company shall give
notice thereof to the Warrantholder in accordance with this section
9.

    


    10.         Registration
Rights.

    


    (a)           Defined
Terms.  As used in this section 10, terms defined elsewhere
herein shall have their assigned meanings and each of the following terms shall
have the following meanings (such definitions to be applicable to both the
plural and singular of the terms defined):


    
      
         


      

      
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    (i)           Registerable
Securities.  The term “Registerable Securities” shall mean any
of the Warrant Shares or other securities issuable upon exercise of any of the
Warrants originally issued to Warrantholder on the Commencement Date and
represented, in whole or part, by this Warrant Certificate.  For the
purposes of this Section 10, securities will cease to be Registerable Securities
when:

    (A)           a
registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), covering such Registerable Securities has been declared
effective and (1) such Registerable Securities have been disposed of pursuant to
such effective registration statement or (2) such registration statement has
remained effective for 270 consecutive days, or

    (B)           such
Registerable Securities are distributed to the public pursuant to the Securities
Act or pursuant to an exemption from the registration requirements of the
Securities Act, including, without limitation, Rules 144 and 144A promulgated
under the Securities Act and the Company has delivered new certificates or other
evidences of ownership for such securities which are not subject to any stop
transfer order or other restriction on transfer;

    (ii)          Rightsholders.  The
term “Rightsholders” shall include the Warrantholder, all successors and assigns
of the Warrantholders and all transferees of Registerable Securities where such
transfer affirmatively includes the transfer and assignment of the rights of the
transferor-Warrantholder under this Warrant Certificate with respect to the
transferred Registerable Securities and such transferee agrees in writing to
assume all of the transferor-Warrantholder’s agreements, obligations and
liabilities under this section 10 with respect to the transferred Registerable
Securities; and

    (iii)         Interpretations of
Terms.  The words “hereof,” “herein” and “hereunder” and words
of similar import when used in this section 10 shall refer to this section 10 as
a whole and not to any particular provision of this section 10, and subsection,
paragraph, clause, schedule and exhibit references are to this section 10 unless
otherwise specified.

    


    (b)         Piggy-Back
Registration.

    (i)           Piggy-Back
Rights.  If, at any time on or prior to the first anniversary
of the Expiration Time, the Company (or any successor of the Company, by merger
or otherwise) proposes to file a registration statement under the Securities Act
with respect to an offering by the Company or any other party of any class of
equity security similar to any Registerable Securities (other than a
registration statement on Form S-4 or S-8 or any successor form or a
registration statement filed solely in connection with an exchange offer, a
business combination transaction or an offering of securities solely to the
existing shareholders or employees of the Company), then the Company, on each
such occasion, shall give written notice (each, a “Company Piggy-Back Notice”)
of such proposed filing to all of the Rightsholders owning Registerable
Securities at least twenty days before the anticipated filing date of such
registration statement, and such Company Piggy-Back Notice also shall be
required to offer to such Rightsholders the opportunity to register such
aggregate number of Registerable Securities as each such Rightsholder may
request.  Each such Rightsholder shall have the right, exercisable for
the fifteen days immediately following the giving of a Company Piggy-Back
Notice, to request, by written notice (each, a “Holder Notice”) to the Company,
the inclusion of all or any portion of the Registerable Securities of such
Rightsholders in such registration statement.  The Company shall use
commercially best efforts to cause the managing underwriter(s) of a proposed
underwritten offering to permit the inclusion of the Registerable Securities
which were the subject of all Holder Notices in such underwritten offering on
the same terms and conditions as any similar securities of the Company included
therein.  Notwithstanding anything to the contrary contained in this
subparagraph 10(b)(i), if the managing underwriter(s) of such underwritten
offering or any proposed underwritten offering delivers a written opinion to the
Rightsholders of Registerable Securities which were the subject of all Holder
Notices that the total amount and kind of securities which they, the Company and
any other person intend to include in such offering is such as to materially and
adversely affect the success of such offering, then the amount of securities to
be offered for the accounts of such Rightsholders and persons other than the
Company shall be eliminated or reduced pro rata (based on the amount of
securities owned by such Rightsholders and other persons which carry
registration rights) to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount recommended by such
managing underwriter(s) in the managing underwriter’s written
opinion.

    (ii)          Number of Piggy-Back Registrations;
Expenses.  The Rightsholders shall be entitled, in the
aggregate, to two Piggy-Back Registrations.  Subject to the provisions
of paragraph 10(d) of this Warrant Certificate, the Company will pay all
Registration Expenses in connection with any registration of Registerable
Securities effected pursuant to this paragraph 10(b), but the Company shall not
be responsible for the payment of any underwriter’s discount, commission or
selling concession in connection therewith.


    
      
         


      

      
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    (iii)         Withdrawal or Suspension of
Registration Statement.  The Company shall have the absolute
right, whether before or after the giving of a Company Piggy-Back Notice or
Holder Notice, to determine not to file a registration statement to which the
Rightsholders shall have the right to include their Registerable Securities
therein pursuant to this paragraph 10(b), to withdraw such registration
statement or to delay or suspend pursuing the effectiveness of such registration
statement.  In the event of such a determination after the giving of a
Company Piggy-Back Notice, the Company shall give notice of such determination
to all Rightsholders and, thereupon, (A) in the case of a determination not to
register or to withdraw such registration statement, the Company shall be
relieved of its obligation under this paragraph 10(b) to register any of the
Registerable Securities in connection with such registration and (B) in the case
of a determination to delay the registration, the Company shall be permitted to
delay or suspend the registration of Registerable Securities pursuant to this
paragraph 10(b) for the same period as the delay in the registration of such
other securities.  No registration effected under this paragraph 10(b)
shall relieve the Company of its obligation to effect any registration upon
demand otherwise granted to a Rightsholder under any other agreement with the
Company.

    


    (c)         Registration
Procedures.

    (i)           Obligations of the
Company.  The Company will, in connection with any registration
pursuant to paragraph 10(b) of this Warrant Certificate, as expeditiously as
possible:

    (A)           prepare
and file with the Commission a registration statement under the Securities Act
on any appropriate form chosen by the Company, in the Company’s sole discretion,
which shall be available for the sale of all Registerable Securities in
accordance with the intended method(s) of distribution thereof set forth in all
applicable Holder Notices, and use the Company’s commercially best efforts to
cause such registration statement to become effective as soon thereafter as
reasonably practicable but in no event more than 100 days after receipt of such
notices or requests; provided, that, at
least five business days before filing with the Commission of such registration
statement, the Company shall furnish to each Rightsholder whose Registerable
Securities are included therein draft copies of such registration statement,
including all exhibits thereto and documents incorporated by reference therein,
and, upon the reasonable request of any such Rightsholder, shall continue to
provide drafts of such registration statement until filed, and, after such
filing, the Company shall, as diligently as practicable, provide to each such
Rightsholders such number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus), all exhibits thereto and
documents incorporated by reference therein and such other documents as such
Rightsholder may reasonably request in order to facilitate the disposition of
the Registerable Securities owned by such Rightsholder and included in such
registration statement; provided, further, the Company
shall modify or amend the registration statement as it relates to such
Rightsholder as reasonably requested by such Rightsholder on a timely basis, and
shall reasonably consider other changes to the registration statement (but not
including any exhibit or document incorporated therein by reference) reasonably
requested by such Rightsholder on a timely basis, in light of the requirements
of the Securities Act and any other applicable laws and regulations; and provided, further, that the
obligation of the Company to effect such registration and/or cause such
registration statement to become effective, may be postponed for (1) such period
of time when the financial statements of the Company required to be included in
such registration statement are not available (due solely to the fact that such
financial statements have not been prepared in the regular course of business of
the Company) or (2) any other bona fide corporate purpose,
but then only for a period not to exceed 60 calendar days;

    (B)           prepare
and file with the Commission such amendments and post-effective amendments to a
registration statement as may be necessary to keep such registration statement
effective for up to nine months; and cause the related prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed to the extent required pursuant to Rule 424 promulgated under the
Securities Act, during such nine-month period; and otherwise comply with the
provisions of the Securities Act with respect to the disposition of all
Registerable Securities covered by such registration statement during the
applicable period in accordance with the intended method(s) of disposition of
such Registerable Securities set forth in such registration statement,
prospectus or supplement to such prospectus;


    
      
         


      

      
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    (C)           notify
the Rightsholders whose Registerable Securities are included in such
registration statement and the managing underwriter(s), if any, of an
underwritten offering of any of the Registerable Securities included in such
registration statement, and confirm such advice in writing, (1) when a
prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to a registration statement or any post-effective
amendment, when the same has become effective, (2) of any request by the
Commission for amendments or supplements to a registration statement or related
prospectus or for additional information, (3) of the issuance by the Commission
of any stop order suspending the effectiveness of a registration statement or
the initiation of any proceedings for that purpose, (4) if at any time the
representations and warranties of the Company contemplated by subclause (J)(1)
of subparagraph 10(c)(i) of this Warrant Certificate cease to be true and
correct, (5) of the receipt by the Company of any notification with respect to
the suspension of the qualification of any of the Registerable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose and (6) of the happening of any event which makes any statement
made in the registration statement, the prospectus or any document incorporated
therein by reference untrue or which requires the making of any changes in the
registration statement or prospectus so that such registration statement,
prospectus or document incorporated by reference will not contain any untrue
statement of material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading;

    (D)           make
commercially best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement at the earliest possible moment and
to prevent the entry of such an order;

    (E)           use
commercially best efforts to register or qualify the Registerable Securities
included in such registration statement under such other securities or blue sky
laws of such jurisdictions as any Rightsholder whose Registerable Securities are
included in such registration statement reasonably requests in writing and do
any and all other acts and things which may be necessary or advisable to enable
such Rightsholder to consummate the disposition in such jurisdictions of such
Registerable Securities; provided, that the
Company will not be required to (1) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
clause (E), (2) subject itself to taxation in any such jurisdiction or (3) take
any action which would subject it to general service of process in any such
jurisdiction;

    (F)           make
available for inspection by each Rightsholder whose Registerable Securities are
included in such registration, any underwriter(s) participating in any
disposition pursuant to such registration statement, and any representative,
agent or employee of or attorney or accountant retained by any such Rightsholder
or underwriter(s) (collectively, the “Inspectors”), all financial and other
records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary to enable them to
exercise their due diligence responsibility (or establish a due diligence
defense), and cause the officers, directors and employees of the Company to
supply all information reasonably requested by any of the Inspectors in
connection with such registration statement; provided, that
records which the Company determines, in good faith, to be confidential and
which it notifies the Inspectors are confidential shall not be disclosed by the
Inspectors, unless (1) the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction or (2) the
disclosure of such Records is required by any applicable law or regulation or
any governmental regulatory body with jurisdiction over such Rightsholder or
underwriter; provided, further, that such
Rightsholder or underwriter(s) agree that such Rightsholder or underwriter(s)
will, upon learning the disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at the
Company’s expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential;

    (G)           cooperate
with the Rightsholders whose Registerable Securities are included in such
registration statement and the managing underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Registerable
Securities to be sold thereunder, not bearing any restrictive legends, and
enable such Registerable Securities to be in such denominations and registered
in such names as such Rightsholder or any managing underwriter(s) may reasonably
request at least two business days prior to any sale of Registerable
Securities;


    
      
         


      

      
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    (H)          comply
with all applicable rules and regulations of the Commission and promptly make
generally available to its security holders an earnings statement covering a
period of twelve months commencing, (1) in an underwritten offering, at the end
of any fiscal quarter in which Registerable Securities are sold to
underwriter(s), or (2) in a non-underwritten offering, with the first month of
the Company’s first fiscal quarter beginning after the effective date of such
registration statement, which earnings statement in each case shall satisfy the
provisions of Section 10(a) of the Securities Act;

    (I)          
 provide a CUSIP number for all Registerable Securities not later than the
effective date of the registration statement relating to the first public
offering of Registerable Securities of the Company pursuant hereto;

    (J)           enter
into such customary agreements (including an underwriting agreement in customary
form) and take all such other actions reasonably requested by the Rightsholders
holding a majority of the Registerable Securities included in such registration
statement or the managing underwriter(s) in order to expedite and facilitate the
disposition of such Registerable Securities and in such connection, whether or
not an underwriting agreement is entered into and whether or not the
registration is an underwritten registration, (1) make such representations and
warranties, if any, to the holders of such Registerable Securities and any
underwriter(s) with respect to the registration statement, prospectus and
documents incorporated by reference, if any, in form, substance and scope as are
customarily made by issuers to underwriter(s) in underwritten offerings and
confirm the same if and when requested, (2) obtain opinions of counsel to the
Company and updates thereof addressed to each such Rightsholder and the
underwriter(s), if any, with respect to the registration statement, prospectus
and documents incorporated by reference, if any, covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such Rightsholders and
underwriter(s), (3) obtain a “cold comfort” letter and updates thereof from the
Company’s independent certified public accountants addressed to such
Rightsholders and to the underwriter(s), if any, which letters shall be in
customary form and cover matters of the type customarily covered in “cold
comfort” letters by accountants in connection with underwritten offerings, and
(4) deliver such documents and certificates as may be reasonably requested by
the Rightsholders holding a majority of such Registerable Securities and
managing underwriter(s), if any, to evidence compliance with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company; each such action required by this clause (J) shall be done
at each closing under such underwriting or similar agreement or as and to the
extent required thereunder; and

    (K)           if
requested by the holders of a majority of the Registerable Securities included
in such registration statement, use its best efforts to cause all Registerable
Securities which are included in such registration statement to be listed,
subject to notice of issuance, by the date of the first sale of such
Registerable Securities pursuant to such registration statement, on each
securities exchange, if any, on which securities similar to the Registered
Securities are listed.

    (ii)          Obligations of
Rightsholders.  In connection with any registration of
Registerable Securities of a Rightsholder pursuant to paragraph 10(b) of this
Warrant Certificate:

    (A)          The
Company may require that each Rightsholder whose Registerable Securities are
included in such registration statement furnish to the Company such information
regarding the distribution of such Registerable Securities and such Rightsholder
as the Company may from time to time reasonably request in writing;

    (B)           Each
Rightsholder, upon receipt of any notice from the Company of the happening of
any event of the kind described in subclauses (2), (3), (5) and (6) of clause
10(c)(i)(C) of this Warrant Certificate, shall forthwith discontinue disposition
of Registerable Securities pursuant to the registration statement covering such
Registerable Securities until such Rightsholder’s receipt of the copies of the
supplemented or amended prospectus contemplated by subclause (1) of said clause
10(c)(i)(C), or until such Rightsholder is advised in writing (the “Advice”) by
the Company that the use of the applicable prospectus may be resumed, and until
such Rightsholder has received copies of any additional or supplemental filings
which are incorporated by reference in or to be attached to or included with
such prospectus, and, if so directed by the Company, such Rightsholder will
deliver to the Company (at the expense of the Company) all copies, other than
permanent file copies then in the possession of such Rightsholder, of the
current prospectus covering such Registerable Securities at the time of receipt
of such notice; the Company shall have the right to demand that such
Rightsholder or other holder verify its agreement to the provisions of this
clause (B) in any Holder Notice of the Rightsholder or in a separate document
executed by the Rightsholder; and


    
      
         


      

      
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    (C)           Each
Rightsholder agrees that in a underwritten offering it will not, without the
consent of the managing underwriter, dispose of or offer any securities of the
Company for the period of restrictions on the sale or disposal of securities of
the Company imposed, or consented to, by any principal shareholder of the
Company.

    


    (d)           Registration
Expenses.  All expenses incident to the performance of or
compliance with this Warrant Certificate by the Company, including, without
imitation, all registration and filing fees of the Commission, FINRA and other
agencies, fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Registerable Securities), rating agency fees, printing
expenses, messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the fees and expenses incurred in connection with
the listing, if any, of the Registerable Securities on any securities exchange
and fees and disbursements of counsel for the Company and the Company’s
independent certified public accountants (including the expenses of any special
audit or “cold comfort” letters required by or incidental to such performance),
Securities Act or other liability insurance (if the Company elects to obtain
such insurance), the fees and expenses of any special experts retained by the
Company in connection with such registration and the fees and expenses of any
other person retained by the Company (but not including any underwriting
discounts or commissions attributable to the sale of Registerable Securities or
other out-of-pocket expenses of the Rightsholders, or the agents who act on
their behalf, unless reimbursement is specifically approved by the Company) will
be borne by the Company.  All such expenses are herein referred to as
“Registration Expenses.”

    


    (e)           Indemnification:
Contribution.

    (i)           Indemnification by the
Company.  The Company agrees to indemnify and hold harmless, to
the full extent permitted by law, each Rightsholder, its officers and directors
and each person who controls such Rightsholder (within the meaning of the
Securities Act), if any, and any agent thereof against all losses, claims,
damages, liabilities and expenses incurred by such party pursuant to any actual
or threatened suit, action, proceeding or investigation (including reasonable
attorney’s fees and expenses of investigation) arising out of or based upon any
untrue or alleged untrue statement of a material fact contained in any
registration statement, prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading, except
insofar as the same arise out of or are based upon, any such untrue statement or
omission based upon information with respect to such Rightsholder furnished in
writing to the Company by such Rightsholder expressly for use
therein.

    (ii)          Indemnification by
Rightsholder.  In connection with any registration statement in
which a Rightsholder is participating, each such Rightsholder will be required
to furnish to the Company in writing such information with respect to such
Rightsholder as the Company reasonably requests for use in connection with any
such registration statement or prospectus, and each Rightsholder agrees to the
extent it is such a holder of Registerable Securities included in such
registration statement, and each other such holder of Registerable Securities
included in such Registration Statement will be required to agree, to indemnify,
to the full extent permitted by law, the Company, the directors and officers of
the Company and each person who controls the Company (within the meaning of the
Securities Act) and any agent thereof, against any losses, claims, damages,
liabilities and expenses (including reasonable attorney’s fees and expenses of
investigation incurred by such party pursuant to any actual or threatened suit,
action, proceeding or investigation arising out of or based upon any untrue or
alleged untrue statement of a material fact or any omission or alleged omission
of a material fact necessary, to make the statements therein (in the case of a
prospectus, in the light of the circumstances under which they are made) not
misleading, to the extent, but only to the extent, that such untrue statement or
omission is based upon information relating to such Rightsholder or other holder
furnished in writing to the Company expressly for use therein.


    
      
         


      

      
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    (iii)         Conduct of Indemnification
Proceedings.  Promptly after receipt by an indemnified party
under this paragraph 10(e) of written notice of the commencement of any action,
proceeding, suit or investigation or threat thereof made in writing for which
such indemnified party may claim indemnification or contribution pursuant to
this Warrant Certificate, such indemnified party shall notify in writing the
indemnifying party of such commencement or threat; but the omission so to notify
the indemnifying party shall not relieve the indemnifying party from any
liability which the indemnifying party may have to any indemnified party (A)
hereunder, unless the indemnifying party is actually prejudiced thereby, or (B)
otherwise than under this paragraph 10(e).  In case any such action,
suit or proceeding shall be brought against any indemnified party, and the
indemnified party shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate therein and the
indemnifying party shall assume the defense thereof, with counsel reasonably
satisfactory to the indemnified party, and the obligation to pay all expenses
relating thereto.  The indemnified party shall have the right to
employ separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (A) the indemnifying
party has agreed to pay such fees and expenses, (B) the indemnifying party shall
have failed to assume the defense of such action, suit or proceeding or to
employ counsel reasonably satisfactory to the indemnified party therein or to
pay all expenses relating thereto or (C) the named parties to any such action or
proceeding (including any impleaded parties) include both the indemnified party
and the indemnifying party and the indemnified party shall have been advised by
counsel that there may be one or more legal defenses available to the
indemnified party which are different from or additional to those available to
the indemnifying party and which may result in a conflict between the
indemnifying party and such indemnified party (in which case, if the indemnified
party notifies the indemnifying party in writing that the indemnified party
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
or proceeding on behalf of the indemnified party; it being understood, however,
that the indemnifying party shall not, in connection with any one such action,
suit or proceeding or separate but substantially similar or related actions,
suits or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys at any time for the indemnified party, which firm
shall be designated in writing by the indemnified party).

    (iv)        Contribution.  If
the indemnification provided for in this paragraph 10(e) from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses (A) in such proportion
as is appropriate to reflect the relative benefits received by the indemnifying
party on the one hand and the indemnified party on the other or (B) if the
allocation provided by clause (A) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
received by the indemnifying party on the one hand and the indemnified party on
the other but also the relative fault of the indemnifying party and indemnified
party, as well as any other relevant equitable considerations.  The
relative fault of such indemnifying party and the indemnified parties shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such action.  The amount paid or payable by a party
as a result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitation set forth in
subparagraph 10(e)(v) of this Warrant Certificate, any legal or other fees or
expenses reasonably incurred by such party in connection with any investigation
or proceeding.

    The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this subparagraph 10(e)(iv) were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in clauses (A) and (B) of the immediately
preceding paragraph.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 10(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

    (v)         Limitation.  Anything
to the contrary contained in this paragraph 10(e) or in paragraph 10(f) of this
Warrant Certificate notwithstanding, no holder of Registerable Securities shall
be liable for indemnification and contribution payments aggregating an amount in
excess of the maximum dollar amount of the net proceeds received by such holder
in connection with any sale of Registerable Securities as contemplated
herein.


    
      
         


      

      
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    (f)           Participation in
Underwritten Registration.  No Rightsholder may participate in
any underwritten registration hereunder unless such Rightsholder (i) agrees to
sell such holder’s securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and to comply with Regulation M under the Exchange Act and (ii)
completes and executes all questionnaires, appropriate and limited powers of
attorney, escrow agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting arrangement;
provided, that
all such documents shall be consistent with the provisions of paragraph 10(e) of
this Warrant Certificate.

    


    11.          Miscellaneous.  This
Warrant Certificate and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is
sought.  This Warrant Certificate is deemed to have been delivered in
the State of New York and shall be construed and enforced in accordance with and
governed by the laws of such State.  The headings in this Warrant
Certificate are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof.

    


    12.          Expiration.  Unless
as hereinafter provided, the right to exercise the Warrants shall expire at the
Expiration Time.

    


    13.          No Rights as Shareholder; Notice to
Warrantholder.

    


    (a)           Nothing
contained in this Warrant Certificate shall be constructed as conferring upon
the Warrantholder the right to vote or to receive distributions or to consent to
or receive notice as a shareholder in respect of any meeting of shareholders for
the election of directors of the Company or any other matter, or any other
rights whatsoever as shareholder of the Company.

    


    (b)           The
Company shall give notice to the Warrantholder by postage-paid, certified mail,
return receipt requested, if, at any time prior to the Expiration Time, any of
the following events shall occur:

    (i)           the
Company shall authorize the payment of any distributions upon Common Stock
payable in any securities or authorize the making of any distribution (other
than a cash distribution subject to the second parenthetical set forth in
section 3(c) of this Warrant Certificate) to all holders of Common
Stock;

    (ii)          the
Company shall authorize the issuance to all holders of Common Stock of any
additional shares of Common Stock or of rights, options or warrants to subscribe
for or purchase Common Stock or of any other subscription rights, options or
warrants;

    (iii)         a
dissolution, liquidation or winding up of the Company (including, without
limitation, a consolidation, merger, or sale or conveyance of the property of
the Company as an entirety or substantially as an entirety); or

    (iv)        a
capital reorganization or reclassification of the Common Stock (other than a
subdivision or combination of the outstanding Common Stock) or any consolidation
or merger of the Company with or into another corporation (excluding any
consolidation or merger in which the Company is the continuing company and that
does not result in any reclassification of, or change to, the Common Stock then
outstanding) or in the case of any sale or conveyance to another corporation of
the property of the Company as an entirety or substantially as an
entirety.

    


    Such
giving of notice shall be given (x) at least twenty business days (a day other
than a Saturday, Sunday or other day on which banks in the State of New York are
authorized by law to remain closed) prior to the date fixed as a record date or
effective date or the date of closing of the Company’s transfer books for the
determination of the holders entitled to such distribution or subscription
rights, or for the determination of the holders entitled to vote on such
proposed merger, consolidation, sale, conveyance, dissolution, liquidation,
winding up or conversion to corporate or other form.  Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be.  In addition, the Company shall provide to Warrantholder,
at the same time such notice is provided, such information relating to such
distribution or subscriptions rights, or proposed merger, consolidation, sale,
conveyance, dissolution, liquidation, winding up or conversion to corporate or
other form as may be reasonably necessary for Warrantholder to make an informed
decision whether to exercise Warrantholder’s rights as evidenced by this Warrant
Certificate.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    

    


    14.          Severability.  If
any term or other provision of this Warrant Certificate is invalid, illegal or
incapable of being enforced by any law or public policy, all other terms and
provisions of this Warrant Certificate shall nevertheless remain in full force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to either
the Company or Warrantholder.  Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
Company and Warrantholder shall negotiate in good faith to modify this Warrant
Certificate so as to effect the original intent of the Company and Cresta in
connection with the issuance of the Warrants, to the greatest extent
possible.  Any provision of this Warrant Certificate held invalid or
unenforceable only in part, degree or in certain jurisdictions will remain in
full force and effect to the extent not held invalid or
unenforceable.

    


    IN WITNESS WHEREOF, Compliance
Systems Corporation has caused this Warrant Certificate to be executed by its
officer thereunto duly authorized.

    


    
      
        	
                Dated:  As
      of December 31, 2009

              	
                Compliance
      Systems Corporation

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Dean R. Garfinkel

              
	 
      	 
      	
                Dean
      R. Garfinkel, President

              


      

    

    


    ATTEST:

    


    
      
        	
                /s/ Barry M. Brrokstein

              	 
      
	
                Barry
      M. Brookstein, Secretary

              	 
      


      

    


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    EXERCISE
FORM

    


    Dated:____________,
20__

    


    TO:
Compliance Systems Corporation:

    


    The
undersigned hereby irrevocably elects to exercise its warrant exercise rights
evidenced by this Warrant Certificate to the extent of purchasing
_______________ shares of Common Stock of Compliance Systems Corporation and
hereby makes payment of the aggregate Purchase Price therefor by tendering,
contemporaneous with the delivery of this Warrant Certificate, the amount of
$_____________ in the form of (a) cash or (b) bank cashier’s or certified check
payable to the order of “Compliance Systems Corporation.”

    


    ____________________________________________________

    


    INSTRUCTIONS
FOR REGISTRATION OF STOCK

    (Please
type or print in block letters)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Name:

                                    	 
      	 
      	 
      
	
                                      Taxpayer

                                    	 
      	 
      	 
      
	
                                      Identification

                                    	 
      	 
      	 
      
	
                                      Number:

                                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      Address:

                                    	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      Signature:

                                    	 
      	 
      	 
      
	 
      	 
      	
                                      (Signature
      must conform in all respects to the name of the

                                    	 
      
	 
      	 
      	
                                      Warrantholder
      as set forth on the face of this Warrant Certificate.)

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

    (Please
type or print in block letters)

    


    FOR VALUE
RECEIVED, ________________________________________________________

    


    hereby
sells, assigns and transfers unto:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name:

                                      	 
      	 
      	 
	
                                        Taxpayer

                                      	 
      	 
      	 
	
                                        Identification

                                      	 
      	 
      	 
	
                                        Number:

                                      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                        Address:

                                      	 
      	 
      	 
	 	 	 	 
	 	 	 	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    this
Warrant Certificate and the Warrants represented by this Warrant Certificate to
the extent of ________________ Warrants and does hereby irrevocably constitute
and appoint ___________________________ Attorney-in-Fact, to transfer the same
on the books of the Company with full power of substitution in the
premises.

    


    
      
        
          
            
              
                
                  	
                          Dated:

                        	 
      	 
      	 
	 
      	 
      	 
      	 
	
                          Signature:

                        	 
      	 
      	 
	 
      	 
      	
                          (Signature
      must conform in all respects to the name of the

                        	 
	 
      	
                            

                        	
                          Warrantholder
      as set forth on the face of this Warrant Certificate.)

                        	 


                

              

            

          

        

      

    


    
      
         


      

      
        -17-