Common use of Assignment; Exchange of Warrant Clause in Contracts

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR") with respect to any or all of the Shares. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Laws, which shall include, without limitation, a legal opinion fro the Transferor's counsel that such transfer is exempt from the registration requirements of federal securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR") with respect “Transferor”); provided, however, that by acceptance of this Warrant, Holder agrees that it may not and will not assign any portion of this Warrant to any or all competitor of the SharesCompany that is engaged in the business of commercializing technology in the industry sectors of displays, homeland security and defense. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable Securities Laws, which shall include, without limitation, a legal opinion fro the Transferor's counsel that such transfer is exempt from the registration requirements of federal securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the this Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR"“Transferor”) with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, if requested in writing by the Company, the provision of a legal opinion fro from the Transferor's ’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR"“Transferor”) with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, subject to certain representations made by an transferee, the provision of a legal opinion fro from the Transferor's ’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with ---------------------------------- applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, the provision of a legal opinion fro from the Transferor's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR") with respect to any or all of the Sharesshares underlying this Warrant. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, a legal opinion fro from the Transferor's counsel that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof Holder (a "TRANSFEROR"“Transferor”) with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall may include, in the Company’s sole discretion and without limitation, the provision of a legal opinion fro from the Transferor's ’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE")Form, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect ); provided, however, that by acceptance of this Warrant, Holder agrees that it may not and will not assign any portion of this Warrant to any or all competitor of the SharesCompany that is engaged in the manufacture, distribution or marketing of technology inhibiting pathogenic bacteria. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM“Transferor Endorsement Form") and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable Securities Laws, which shall include, without limitation, a legal opinion fro the Transferor's counsel that such transfer is exempt from the registration requirements of federal securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities -------------------------------- securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, if requested in writing by the Company, the provision of a legal opinion fro from the Transferor's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, the provision of a legal opinion fro opinion, if required, from the Transferor's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, the provision of a legal opinion fro from the Transferor's counsel (at the Company's expense) that such transfer is exempt from the registration or equivalent requirements of federal applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR") with respect “Transferor”); provided, however, that by acceptance of this Warrant, Holder agrees that it may not and will not assign any portion of this Warrant to any or all competitor of the SharesCompany that is engaged in the manufacture, distribution or marketing of technology inhibiting pathogenic bacteria. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable Securities Laws, which shall include, without limitation, a legal opinion fro the Transferor's counsel that such transfer is exempt from the registration requirements of federal securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws (“Securities lawsLaws”), this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR"“Transferor”) with respect to any or all of the Warrant Shares. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Laws, which shall include, without limitation, a legal opinion fro from the Transferor's ’s counsel that such transfer is exempt from the registration requirements of federal securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with ----------------------------------- applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, if requested in writing by the Company, the provision of a legal opinion fro from the Transferor's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder Holder hereof (a "TRANSFEROR"“Transferor”) with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, if requested by the Company, the provision of a legal opinion fro from the Transferor's ’s counsel (at the Transferor’s expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may may, upon vesting, be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, the provision of a legal opinion fro from the Transferor's counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit EXHIBIT B attached hereto (the "TRANSFEROR ENDORSEMENT FORM") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, a legal opinion fro from the Transferor's counsel (at the Company's expense) that provides that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the this Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, to the extent requested by the Company's counsel, a legal opinion fro from the Transferor's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder Holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, the provision of a legal opinion fro from the Transferor's or Company's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR") with respect “Transferor”); provided, however, that by acceptance of this Warrant, Holder agrees that it may not and will not assign any portion of this Warrant to any or all competitor of the SharesCompany that is engaged in the business of commercializing technology in the industry sectors of displays, homeland security and defense. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable Securities Laws, which shall include, without limitation, a legal opinion fro the Transferor's counsel that such transfer is exempt from the registration requirements of federal securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE")Form, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the this Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORMTransferor Endorsement Form") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, the provision of a legal opinion fro from the Transferor's or Company’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFERORTransferor") with respect ); provided, however, that by acceptance of this Warrant, Xxxxxx agrees that it may not and will not assign any portion of this Warrant to any or all competitor of the SharesCompany that is engaged in the manufacture, distribution or marketing of technology inhibiting pathogenic bacteria. On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM“Transferor Endorsement Form") and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable Securities Laws, which shall include, without limitation, a legal opinion fro the Transferor's counsel that such transfer is exempt from the registration requirements of federal securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREETransferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

Assignment; Exchange of Warrant. Subject to compliance with applicable Securities securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "TRANSFEROR"“Transferor”) with respect to any in whole or all of the Sharesin part. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the "TRANSFEROR ENDORSEMENT FORM"“Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable Securities Lawssecurities laws, which shall include, without limitation, if requested in writing by the Company, a legal opinion fro from the Transferor's ’s counsel (at the Company’s expense) that provides that such transfer is exempt from the registration requirements of federal applicable securities laws, the Company at its expense but (and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "TRANSFEREE"“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the this Warrant so surrendered by the Transferor.