that the Royalty Warrant and Bonus Warrant and the shares of common stock of Bizzingo underlying such warrants are "restricted securities" as that term is defined under federal securities laws. In addition, any stock certificate representing such shares shall contain the restrictive legend set for on Schedule A may not be sold, transferred or hypothecated unless such transfer is pursuant to an effective registration statement or an exemption from such registration as verified by an opinion of counsel acceptable to Bizzingo. With a copy to: Daniel H. Luciano, Esq. 242A West Valley Brook Road Califon,NJ 07830 4 Source: BIZZINGO, INC., 8-K, 3/22/2012 (b). Theismann acknowledges and agrees that any investment in Bizzingo warrants and common stock involves substantial risks and that Theismann or his representative has had the opportunity to review fully the books, records and financial statements of Bizzingo along with the Quarterly, Annual and Periodic filings of Bizzingo on the Securities and Exchange Commission's EDGAR website (http://sec.gov/edgar/searchedgar/companvsearch.html) and has determined that Bizzingo common stock is a suitable investment and he can bear the risk associated with such investment. (c). Theismann represents and warrants to Bizzingo that he is acquiring such shares of Bizzingo common stock for investment purposes and not with a view towards distribution. 9. REPRESENTATIONS, WARRANTIES AND INDEMNITY. a. Theismann represents and warrants that, except as otherwise disclosed herein, he has not granted nor will he grant during the Term and for a period of one (1) year thereafter to any other party any right, permission, or license to use the Property in connection with the advertisement, sale, or promotion of the Network or in connection with networks that are identical or substantially similar to the Network. b. Theismann further represents and warrants to Bizzingo that he is the owner free and clear of the rights