Common use of Exchange, Transfer or Assignment of Warrant Clause in Contracts

Exchange, Transfer or Assignment of Warrant. (a) If the Holder has received an opinion of counsel satisfactory to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, this Warrant, subject to subsection (b) of this Section 6, may be, at the option of the Holder, and upon presentation and surrender hereof to the Company at its principal office or to the Company's agent at its office, (i) exchanged for other Warrants of different denominations, entitling the Holder or Holders to purchase in the aggregate the same number of Warrant Shares at the Exercise Price or, (ii) if delivered together with a written notice specifying the denominations in which new Warrants are to be issued and signed by the Holder, divided or combined with other Warrants that carry the same rights. (b) If the Holder has received an opinion of counsel satisfactory to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, (x) this Warrant may be transferred and assigned, subject to subparagraph (y) of this Section 6(b), at the option of the Holder, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with the warrant assignment form attached hereto as ANNEX V (the "Warrant Assignment Form") duly executed and accompanied by funds sufficient to pay any transfer tax, except that (y) no transfer or assignment of this Warrant may be made unless (i) such transfer or assignment is a Permitted Transfer or (ii) the Company consents in writing to such transfer or assignment, which consent may be withheld in its absolute discretion. The Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be cancelled. (c) Any transfer or exchange of this Warrant shall be without charge to the Holder and any Warrant or Warrants issued pursuant to this Section 6 shall be dated the date hereof.

Exchange, Transfer or Assignment of Warrant. (a) If Until the second anniversary of the Effective Date, the Holder has received an opinion shall not sell, pledge, exchange, assign or transfer this Warrant; provided, that the Holder may exchange, transfer or assign this Warrant to any Affiliate of counsel satisfactory the Holder upon complying with the terms of this Section 7 and the Stockholder Agreement. Commencing upon the second anniversary of the Effective Date and subject to compliance with the Stockholder Agreement, the Holder of this Warrant shall be entitled, without obtaining the consent of the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, to assign and transfer this Warrant, subject at any time in whole or from time to subsection (b) of this Section 6time in part, may be, at the option of the Holder, and upon presentation and surrender hereof to any Person or Persons. Subject to the Company at its principal office or to the Company's agent at its office, (i) exchanged for other Warrants of different denominations, entitling the Holder or Holders to purchase in the aggregate the same number of Warrant Shares at the Exercise Price or, (ii) if delivered together with a written notice specifying the denominations in which new Warrants are to be issued and signed by the Holder, divided or combined with other Warrants that carry the same rights. (b) If the Holder has received an opinion of counsel satisfactory to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, (x) this Warrant may be transferred and assigned, subject to subparagraph (y) of this Section 6(b), at the option of the Holderpreceding sentences, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, together with the warrant assignment form attached hereto as ANNEX V (the "Warrant Assignment Form") Form duly executed and accompanied by funds sufficient to pay any transfer taxexecuted, except that (y) no transfer or assignment of this Warrant may be made unless (i) such transfer or assignment is a Permitted Transfer or (ii) the Company consents in writing to such transfer or assignmentshall, which consent may be withheld in its absolute discretion. The Company shall as promptly as reasonably practicable and without charge, execute and deliver a new Warrant or Warrants Certificates in the name of the assignee or assignees assignee named in such Warrant Assignment Form instrument of assignment and, if the Holder's ’s entire interest is not being transferred or assigned, in the name of the Holder; Holder and this Warrant Certificate shall promptly be cancelled. (c) Any transfer or exchange canceled. Each taker and holder of this Warrant shall Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be without charge treated by the Company and all other persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the Holder and any Warrant or Warrants issued pursuant to this Section 6 shall be dated the date hereofrights represented hereby.

Exchange, Transfer or Assignment of Warrant. (a) If Subject to applicable law, this Warrant Certificate and all rights hereunder may be transferred or sold, in whole or in part, by the Holder has received an opinion registered holder hereof. Each taker and holder of counsel satisfactory to this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Company that and all other persons dealing with this Warrant may be freely sold Certificate as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby. Upon the transfer of all or transferred without registration under the Act, as contemplated by Section 4 hereof, this Warrant, subject to subsection (b) any portion of this Section 6Warrant Certificate, may be, at the option of Warrant Shares so transferred shall be deemed to be Common Shares (and any corresponding adjustments to this Warrant Certificate shall be made) if the Holder, and upon presentation and surrender hereof to the Company at its principal office or to the Company's agent at its office, applicable transferee (i) exchanged for other Warrants is not an affiliate of different denominations, entitling the Holder or Holders to purchase in the aggregate the same number initial registered holder of this Warrant Shares at the Exercise Price or, Certificate and (ii) if delivered together either (A) would not (alone or with a written notice specifying any group of associated transferees) receive 2% or more of any class of voting securities of the denominations in which new Warrants are Company or (B) would control more than 50% of the voting securities of the Company without any transfer of this Warrant Certificate (taking into account, for purposes of clauses (A) and (B), any other transfers of all or any portion of any Warrant issued pursuant to be issued and signed by the Holder, divided or combined with other Warrants that carry the same rightsInvestment Agreement). (b) If the Holder has received an opinion of counsel satisfactory to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, (x) this Warrant may be transferred and assigned, subject to subparagraph (y) of this Section 6(b), at the option of the Holder, upon Upon surrender of this Warrant to the Company at its principal office or Certificate to the Company's agent at its office, together with the warrant assignment form attached hereto as ANNEX V (the "Warrant Assignment Form") Form duly executed and accompanied by funds sufficient to pay any transfer taxexecuted, except that (y) no transfer or assignment of this Warrant may be made unless (i) such transfer or assignment is a Permitted Transfer or (ii) the Company consents in writing to such transfer or assignmentshall, which consent may be withheld in its absolute discretion. The Company shall without charge, execute and deliver a new Warrant or Warrants Certificate in the name of the assignee or assignees named in such Warrant Assignment Form instrument of assignment and, if the Holder's ’s entire interest is not being transferred or assigned, in the name of the Holder; Holder and this Warrant shall promptly be cancelledcanceled. (c) Any transfer or exchange of this Warrant shall be without charge to the Holder and any Warrant or Warrants issued pursuant to this Section 6 shall be dated the date hereof.

Exchange, Transfer or Assignment of Warrant. (a) If the Holder has received an opinion of counsel satisfactory Subject to the Company that provisions of this section and of Section 9 below, this Warrant may be freely sold or transferred is exchangeable, without registration under the Act, as contemplated by Section 4 hereof, this Warrant, subject to subsection (b) of this Section 6, may beexpense, at the option of the Holder, and upon presentation and surrender hereof to the Company at its principal office or to the Company's agent at its officeTransfer Agent, (i) exchanged for other Warrants warrants of different denominations, denominations entitling the Holder or Holders holder thereof to purchase in the aggregate the same number of Warrant Shares at the Exercise Price or, (ii) if delivered together with a written notice specifying the denominations in which new Warrants are to be issued and signed by the Holder, divided or combined with other Warrants that carry the same rights. (b) If the Holder has received an opinion shares of counsel satisfactory Common Stock purchasable hereunder. Subject to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, (x) this Warrant may be transferred and assigned, subject to subparagraph (y) provisions of this section and of Section 6(b), at the option of the Holder9 below, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, with Transfer Agent accompanied by: (a) the warrant form of assignment form which is attached hereto as ANNEX V Annex B (the "Warrant Assignment FormForm of Assignment") duly executed executed; and accompanied by (b) funds sufficient to pay any transfer tax, except that (y) no transfer or assignment of this Warrant may be made unless (i) such transfer or assignment is a Permitted Transfer or (ii) the Company consents in writing to such transfer or assignmentshall, which consent may be withheld in its absolute discretion. The Company shall without charge, execute and deliver a new Warrant or Warrants warrant in the name of the assignee or assignees named in such Warrant the Form of Assignment Form and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; and this Warrant shall promptly be cancelled. (c) Any transfer canceled. This Warrant may be divided or exchange combined with other warrants which carry the same rights upon presentation hereof at the office of the Company or the Transfer Agent, accompanied by a written notice signed by the Holder hereof specifying the names and denominations in which new warrants are to be issued. Notwithstanding anything herein to the contrary, the Company may, without any obligation to do so, at its option, at any time and from time to time prior to the Expiration Date require that the Holder surrender this Warrant shall be without charge to the Holder Company or the Transfer Agent in exchange for a warrant certificate in engraved or other form as may be approved by the board of directors of the Company (the "Board of Directors") representing this Warrant, bearing such letters, numbers or other marks of identification or designation and any such legends, summaries or endorsements printed, lithographed or engraved thereon as the Board of Directors may deem appropriate, having terms and conditions substantially similar to those contained in this Warrant or which, in the reasonable judgment of the Board of Directors, afford the Holder of the outstanding Warrants issued pursuant by the Company as a class a net benefit when considered under the totality of the circumstances or as may be required to this Section 6 shall be dated the date hereof.comply with any law or with any rule or

Exchange, Transfer or Assignment of Warrant. (a) If A. The Company shall from time to time register the exchange or transfer of any outstanding Warrant Certificates in a Warrant register to be maintained by the Company upon surrender thereof, accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Each taker and holder of this Warrant Certificate by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Company and all other Persons dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the Person entitled to exercise the rights represented hereby. B. Prior to any proposed transfer of the Warrants or the Warrant Shares, unless such transfer is made pursuant to an effective registration statement under the Securities Act, the Holder has received will deliver to the Company, if so requested by the Company, an opinion of counsel reasonably satisfactory in form and substance to the Company Company, to the effect that this the Warrants or Warrant Shares, as applicable, may be freely sold or otherwise transferred without registration under the Securities Act. Subject to the preceding sentence, as contemplated by Section 4 hereofthe Holder of this Warrant shall be entitled, without obtaining the consent of the Company, to assign and transfer this Warrant, subject at any time in whole or from time to subsection (b) of this Section 6time in part, may be, at the option of the Holder, and upon presentation and surrender hereof to any Person or Persons. Subject to the Company at its principal office or to the Company's agent at its office, (i) exchanged for other Warrants of different denominations, entitling the Holder or Holders to purchase in the aggregate the same number of Warrant Shares at the Exercise Price or, (ii) if delivered together with a written notice specifying the denominations in which new Warrants are to be issued and signed by the Holder, divided or combined with other Warrants that carry the same rights. (b) If the Holder has received an opinion of counsel satisfactory to the Company that this Warrant may be freely sold or transferred without registration under the Act, as contemplated by Section 4 hereof, (x) this Warrant may be transferred and assigned, subject to subparagraph (y) of this Section 6(b), at the option of the Holderforegoing, upon surrender of this Warrant to the Company at its principal office or to the Company's agent at its office, together with the warrant assignment form attached hereto as ANNEX V (the "Warrant Assignment Form") Form duly executed and accompanied by funds sufficient to pay any transfer taxexecuted, except that (y) no transfer or assignment of this Warrant may be made unless (i) such transfer or assignment is a Permitted Transfer or (ii) the Company consents in writing to such transfer or assignmentshall, which consent may be withheld in its absolute discretion. The Company shall without charge, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such Warrant Assignment Form instrument of assignment and, if the Holder's entire interest is not being transferred or assigned, in the name of the Holder; , and this Warrant shall promptly be cancelled. (c) Any transfer or exchange of this Warrant shall be without charge to the Holder and any Warrant or Warrants issued pursuant to this Section 6 shall be dated the date hereof.