term of five (5) years. The form of warrant is attached hereto as Schedule A-II and shall be referred to as the "Bonus Warrant." 3. Restrictive Legend. The restricted legend for purposes of any certificate representing the Royalty Warrant and Bonus Warrant, and the stock certificate for shares underlying the Royalty Warrant or Bonus Warrant is as follows: The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the "Act") or any state securities law. These shares have been acquired for investment and may not be offered for sale, hypothecated, sold or transferred, nor will any assignee or transferee thereof be recognized by the Company as having any interest in such shares, in the absence of(i) an effective registration statement with respect to the shares under the Act, and any other applicable state law, or (ii) an opinion of counsel satisfactory to the Company that such shares will be offered for sale, hypothecated, sold or transferred only in a transaction which is exempt under or is otherwise in compliance with the applicable securities laws. *** 10 Source: BIZZINGO, INC., 8-K, 3/22/2012 Source: BIZZINGO, INC., 8-K, 3/22/2012