Common use of Exchange and Transfer of Warrant Clause in Contracts

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by the Holder or any duly authorized representative of the Holder. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and the Company's receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new Warrant issued respecting the Exercise Quantity transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant representing the Exercise Quantity transferred. (c) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrant. (d) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant and of stock certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws (including, without limitation, the delivery of investment representation letters and legal opinions in legally sufficient and customary form), and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any duly authorized representative affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the Holderrepresentations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any shares issued upon any exercise hereof to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exercise, exchangeany conversion (by Exercise or Exchange), transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Warrant. Notwithstanding the foregoing and without the necessity of delivering an opinion of counsel, Xxxxxx may at any time transfer this Warrant in whole or in part to any duly authorized representative affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the Holderrepresentations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this WarrantWarrant (other than any applicable income or similar taxes payable by Holder), including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject only to (i) Holder’s compliance with applicable securities laws (which, in the case of Affiliates, shall be deemed satisfied by Holder (and transferee) certification of Affiliate status), and (ii) the Holder or any duly authorized representative transferee holder of the Holdernew Warrant assuming the obligations of Holder set forth in this Warrant. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt ’s registration of a transfer of this Warrant and the Assignment Form so completed and executedWarrant, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having this Warrant so transferred) upon the same terms and provisions conditions as this WarrantWarrant and in substantially identical form, which the Company will register in the new holder's ’s name. In the event of registration of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event event, and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form reasonable and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantcustomary form. (dc) The Company shall pay its own and all Holder’s reasonable costs and expenses incurred in connection with the exercise, exchangeconversion, transfer or replacement of this Warrant, including, without limitation, securities compliance, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing or other legal evidence of all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Warrant Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by the Holder or any duly authorized representative of the Holder. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and the Company's receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant representing the portion of the Exercise Quantity transferred at the same Exercise Warrant Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new Warrant issued respecting the Exercise Quantity transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant representing the Exercise Quantity transferred. (c) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrant. (d) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant and of stock certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject only to (i) Holder’s compliance with applicable securities laws (which, in the case of Affiliates, shall be deemed satisfied by Holder (and transferee) certification of Affiliate status), and (ii) the Holder or any duly authorized representative transferee holder of the Holdernew Warrant assuming the obligations of Holder set forth in this Warrant. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt ’s registration of a transfer of this Warrant and the Assignment Form so completed and executedWarrant, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having this Warrant so transferred) upon the same terms and provisions conditions as this WarrantWarrant and in substantially identical form, which the Company will register in the new holder's ’s name. In the event of registration of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event event, and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form reasonable and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantcustomary form. (dc) The Company shall pay its own and all Holder’s reasonable costs and expenses incurred in connection with the exercise, exchangeconversion, transfer or replacement of this Warrant, including, without limitation, securities compliance, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing or other legal evidence of all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Xxxxxx may at any time transfer this Warrant in whole or in part to any affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested.allocations (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by the Holder or any duly authorized representative of the Holder. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and the Company's receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new Warrant issued respecting the Exercise Quantity transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant representing the Exercise Quantity transferred. (c) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrant. (d) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant and of stock certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) the Holder’s delivery of an opinion of counsel in customary form that such transfer is in compliance with applicable securities laws and (ii) the transferee holder of the new Warrant assumes in writing the obligations of the Holder or any duly authorized representative of set forth in the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant SharesStock; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days transferred after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferredPrepayment Date, in whole or in part, by subject to (i) the Holder’s delivery of an opinion of counsel in customary form that such transfer is in compliance with applicable securities laws, and (ii) for transfers to non-Affiliates of Holder, the prior written consent of the Company, which consent shall not be unreasonably withheld; and (iii) the transferee holder of the new Warrant assumes in writing the obligations of the Holder or any duly authorized representative of set forth in the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given person. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred by the Company in connection with the exercise, (i) issuance of Warrant Stock upon the exercise of this Warrant and (ii) exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant SharesStock; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. A Any other transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer transfer, amendment or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder or any duly authorized representative of set forth in this Warrant and the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; providedStock. (d) Notwithstanding clause (a), howeverabove, that the upon receipt by Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant., duly executed by the Company, Holder will transfer all of this Warrant to SVB Financial Group, Holder’s parent company, by execution of an Assignment substantially in the form of Exhibit C.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Hxxxxx may at any time transfer this Warrant in whole or in part to any duly authorized representative affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the Holderrepresentations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Warrant. Notwithstanding the foregoing, (A) immediately after issue of this Warrant to Holder, Holder shall be deemed to have automatically transferred this Warrant in whole to SVB Financial Group, Holder’s parent company and affiliate, without notice to the Company or any duly authorized representative other condition to transfer, and SVB Financial Group shall be deemed to have made the representations of Holder in Section 7 hereof in respect of itself, and (B) without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the Holderrepresentations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this WarrantWarrant (other than any applicable income or similar taxes payable by Holder), including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by the Holder without restriction, subject to receipt of an opinion from Morrxxxx & Xoerxxxx XXX or any duly authorized representative of other law firm satisfactory to the HolderCompany that such transfer is in compliance with applicable securities laws. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. Notwithstanding and without complying with the foregoing requirements, Holder may at any time transfer this Warrant in part to SVB Financial Group and/or PFG Equity Investors, LLC. By its acceptance of this Warrant, each such specified transferee will be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. A Notwithstanding and without complying with the foregoing requirements, at issuance, Holder shall be deemed to have transferred this Warrant in whole to its parent company, SVB Financial Group, and SVB Financial Group shall be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Any other transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer transfer, amendment or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant. Notwithstanding the foregoing and without the necessity of delivering an opinion of counsel, Xxxxxx may at any time transfer this Warrant in whole or in part to any affiliate that is an “accredited investor” within the meaning of Rule 501 under the Securities Act, with notice to the Company. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. Should the number of shares of Common Stock issuable upon the exercise of this Warrant be reduced by the Claw-Back Number of Shares in accordance with Section 1.7, and if this Warrant is or was the subject of a partial transfer as provided herein, the number of shares issuable upon the exercise of each outstanding warrant arising from this Warrant shall be reduced to the number obtained by (x) multiplying the Claw-Back Number of Shares by (y) a fraction, the numerator of which shall be the number of shares on the face of such warrant and the denominator of which shall be the Number of Shares on the face of this Warrant. Any fractional share arising from the foregoing calculation shall be rounded down to the nearest share. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or transfer, reissue and replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by subject to (i) Holder’s compliance with the provisions of Section 6 hereof and (ii) the transferee holder of the new Warrant assumes in writing the obligations of the Holder or any duly authorized representative of set forth in the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executedexecuted and compliance with Section 6 hereof, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement and, if requested, bond reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer Stock (but excluding any costs of a required indemnity or replacement of this Warrantbond).

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days transferred after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferredPrepayment Date, in whole or in part, by subject to (i) the Holder’s delivery of an opinion of counsel in customary form that such transfer is in compliance with applicable securities laws, and (ii) for transfers to non-Affiliates of Holder, the prior written consent of the Company, which consent shall not be unreasonably withheld; and (iii) the transferee holder of the new Warrant assumes in writing the obligations of the Holder or any duly authorized representative of set forth in the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. For purposes hereof the term “Affiliate” with respect to any given person shall mean any person controlling, controlled by or under common control with the given person. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred by the Company in connection with the exercise, (i) issuance of Warrant Stock upon the exercise of this Warrant and (ii) exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant SharesStock; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder or any duly authorized representative of set forth in this Warrant and the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject only to (i) Holder’s compliance with applicable securities laws (which, in the case of Affiliates, shall be deeded satisfied by Holder (and transferee) certification of Affiliate status), and (ii) the transferee holder of the new Warrant assuming the obligations of Holder set forth in this Warrant. Notwithstanding the foregoing, (A) immediately after issue of this Warrant to Holder, Holder shall be deemed to have automatically transferred this Warrant in whole to SVB Financial Group, Holder’s parent company and affiliate, without notice to the Company or any duly authorized representative other condition to transfer, and SVB Financial Group shall be deemed to have made the representations of Holder in Section 7 hereof in respect of itself, and (B) without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the Holderrepresentations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A Any other transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt ’s registration of a transfer of this Warrant and the Assignment Form so completed and executedWarrant, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having this Warrant so transferred) upon the same terms and provisions conditions as this WarrantWarrant and in substantially identical form, which the Company will register in the new holder's ’s name. In the event of registration of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event event, and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form reasonable and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantcustomary form. (dc) The Company shall pay its own and all Holder’s reasonable costs and expenses incurred in connection with the exercise, exchangeconversion, transfer or replacement of this Warrant, including, without limitation, securities compliance, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing or other legal evidence of all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction (except that an allocable portion of the Holder unpaid Aggregate Indebtedness shall also be transferred in order to permit a Cashless Exercise of the portion of the Warrant so transferred), subject to receipt of an opinion from Mxxxxxxx & Fxxxxxxx LLP or any duly authorized representative of other law firm satisfactory to the HolderCompany that such transfer is in compliance with applicable securities laws. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit EXHIBIT B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) the Holder’s delivery of an opinion of counsel in customary form that such transfer is in compliance with applicable securities laws and (ii) the transferee holder of the new Warrant assumes in writing the obligations of the Holder or any duly authorized representative of set forth in the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by the Holder or any duly authorized representative without restriction (except that an allocable portion of the Holderunpaid Aggregate Indebtedness shall also be transferred in order to permit a Cashless Exercise of the portion of the Warrant so transferred), subject to receipt of an opinion from any law firm satisfactory to the Company that such transfer is in compliance with applicable securities laws. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantWarrant and their own legal fees.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject only to (i) Holder's compliance with applicable securities laws (which, in the case of Affiliates, shall be deeded satisfied by Holder (and transferee) certification of Affiliate status), and (ii) the Holder or any duly authorized representative transferee holder of the Holdernew Warrant assuming the obligations of Holder set forth in this Warrant. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt registration of a transfer of this Warrant and the Assignment Form so completed and executedWarrant, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having this Warrant so transferred) upon the same terms and provisions conditions as this WarrantWarrant and in substantially identical form, which the Company will register in the new holder's name. In the event of registration of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event event, and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form reasonable and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantcustomary form. (dc) The Company shall pay its own and all Holder's reasonable costs and expenses incurred in connection with the exercise, exchangeconversion, transfer or replacement of this Warrant, including, without limitation, securities compliance, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing or other legal evidence of all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any duly authorized representative affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the Holderrepresentations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Wan-ant. Notwithstanding and without the necessity of delivering an opinion of counsel, Xxxxxx may at any time transfer this Warrant in whole or in part to any duly authorized representative affiliate. By its acceptance of this Wan-ant, each such affiliate transferee will be deemed to have made to the Company each of the Holderrepresentations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Wan-ant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this WarrantWan-ant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this WarrantWan-ant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Wan-ant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new wan-ant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant wan-ant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this WarrantWarrant (other than any applicable income or similar taxes payable by Holder), including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) the Holder’s delivery of an opinion of counsel in customary form that such transfer is in compliance with applicable securities laws and (ii) the transferee holder of the new Warrant assumes in writing the obligations of the Holder or any duly authorized representative of set forth in the HolderAgreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant SharesStock; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to (i) Holder’s compliance with applicable securities laws, and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder or any duly authorized representative of the Holderset forth in this Warrant. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred by Xxxxxx and any subsequent holder in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) a. This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, by without restriction, subject to receipt of an opinion from any law firm satisfactory to the Holder or any duly authorized representative of the HolderCompany that such transfer is in compliance with applicable securities laws. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (c) b. In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (d) c. The Company shall pay all costs and expenses incurred in connection with the exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. A Any other transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the the. Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer transfer, amendment or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exerciseExchange, exchangeExercise, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject only to (i) Holder’s compliance with applicable securities laws (which, in the case of Affiliates, shall be deemed satisfied by Holder (and transferee) certification of Affiliate status), and (ii) the Holder or any duly authorized representative transferee holder of the Holdernew Warrant assuming the obligations of Holder set forth in this Warrant. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt ’s registration of a transfer of this Warrant and the Assignment Form so completed and executedWarrant, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having this Warrant so transferred) upon the same terms and provisions conditions as this WarrantWarrant and in substantially identical form, which the Company will register in the new holder's ’s name. In the event of registration of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder Holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event event, and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form reasonable and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantcustomary form. (dc) The Company shall pay its own and all Holder’s reasonable costs and expenses incurred in connection with the exercise, exchangeconversion, transfer replacement or replacement enforcement of this Warrant, including, without limitation, securities compliance, attorneys’ fees and costs, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing or other legal evidence of all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder's compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws and delivery of an opinion of competent counsel as to the same, if so requested by the Holder or any duly authorized representative Company, and (ii) the transferee holder of the Holdernew Warrant assuming in writing the obligations of the Holder set forth in this Warrant and the Agreement. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's ’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred this Warrant so transferred) at the same Exercise Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder's ’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of (i) evidence reasonably satisfactory to the Company of such event and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form and substance to the Company. In the event of the mutilation of or other damage to this the Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's ’s receipt of the mutilated or damaged Warrantwarrant. (dc) The Company shall pay all reasonable costs and expenses incurred in connection with the exchange, exercise, exchange, transfer or replacement of this Warrant, including, without limitation, the costs of preparation, execution and delivery of a new Warrant warrant and of stock share certificates representing all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this WarrantStock.

Exchange and Transfer of Warrant. (a) This Warrant may be exchanged for two or more Warrants entitling the Holder thereof to purchase the same aggregate Exercise Quantity at the Exercise Price per share and otherwise having the same terms and provisions as this Warrant. The Holder may request such an exchange by surrender of this Warrant to the Company, together with a written exchange request specifying the desired number of Warrants and allocation of the Exercise Quantity purchasable under the existing Warrant. Within two business days after the Company's receipt of this Warrant and such an exchange request, the Company will issue and deliver such new Warrants to the Holder in the amounts and with the allocations requested. (b) Subject to the restrictions set forth in Section 4.2(d) of the Purchase Agreement, this Warrant from time to time may be transferred, in whole or in part, without restriction, subject only to (i) Holder’s compliance with applicable securities laws (which, in the case of Affiliates, shall be deemed satisfied by Holder (and transferee) certification of Affiliate status), and (ii) the Holder or any duly authorized representative transferee holder of the Holdernew Warrant assuming the obligations of Holder set forth in this Warrant. A transfer may be registered with the Company by submission to it of this Warrant, together with the annexed Assignment Form attached hereto as Exhibit B duly completed and executed. Within two business days after the satisfaction by the Holder of the conditions to such transfer set forth in such Section 4.2(d) and After the Company's receipt ’s registration of a transfer of this Warrant and the Assignment Form so completed and executedWarrant, the Company will issue and deliver to the transferee a new Warrant warrant (representing the portion of the Exercise Quantity transferred at the same Exercise Price per share and otherwise having this Warrant so transferred) upon the same terms and provisions conditions as this WarrantWarrant and in substantially identical form, which the Company will register in the new holder's ’s name. In the event of registration of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new Warrant warrant that entitles the transferring holder to purchase the balance of the Exercise Quantity this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant issued respecting the Exercise Quantity so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new Warrant warrant representing the Exercise Quantity portion of this Warrant so transferred. (cb) In the event of the loss, theft or destruction of this Warrant, the Company shall execute and deliver an identical new Warrant warrant to the Holder in substitution therefor upon the Company's receipt of (i) evidence reasonably satisfactory to the Company of such event event, and (ii) if requested by the Company, an indemnity agreement reasonably satisfactory in form reasonable and substance to the Company. In the event of the mutilation of or other damage to this Warrant, the Company shall execute and deliver an identical new Warrant to the Holder in substitution therefor upon the Company's receipt of the mutilated or damaged Warrantcustomary form. (dc) The Company shall pay its own and all Holder’s reasonable costs and expenses incurred in connection with the exercise, exchangeconversion, transfer or replacement of this Warrant, including, without limitation, securities compliance, the costs of preparation, execution and delivery of a new Warrant warrant and of stock certificates representing or other legal evidence of all Warrant Shares; provided, however, that the Holder shall pay all stamp and other transfer taxes payable in connection with the transfer or replacement of this Warrant.