Common use of Limitation on Transfer Clause in Contracts

Limitation on Transfer. (a) The Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Act"). Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or of Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to of the Preferred Stock or Common Stock issued issued, upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule role under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. (d) This Warrant will be wholly void and of no effect after the date (the "Expiration Date") which is the earlier of (i) 5:00 p.m. (Pacific time) December 31, 2002, or (ii) the effective time of a merger or reorganization following which stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the equity securities of the surviving corporation (or its parent, if any), so long as the surviving entity is publicly traded and all securities in the surviving entity held by the Company's shareholders are free of trading restrictions within 30 days of the effective time of such transaction, and if the last day on which this Warrant may be exercised is a Sunday or a legal holiday or a day on which banking institutions doing business in the City of San Francisco are authorized by law to close, this Warrant may be exercised prior to 5:00 p.m. (Pacific time) on the next succeeding full business day with the same force and effect as if exercised on such last day specified herein.

Limitation on Transfer. (a) The This Warrant and the Preferred Stock Warrant Shares shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Each holder of this Warrant or the Preferred Stock or Common Stock Warrant Shares issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof Warrant Shares to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five Notwithstanding the foregoing and any other provision of this Section 2 but subject to the last sentence of Section 2(c), Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (5or the securities issuable, directly or indirectly, upon conversion of the shares, if any) shall be permittedat any time to any affiliate of Lender under the Loan Agreement, by giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to Company for reissuance to the transferees(s) (and Holder, if applicable). (b) Each certificate representing (i) this Warrant, (ii) the Preferred StockWarrant Shares, and (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock Warrant Shares issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): NEITHER THIS SECURITY NOR THE SECURITIES REPRESENTED BY FOR WHICH THIS CERTIFICATE SECURITY IS EXERCISABLE HAVE BEEN ACQUIRED FOR INVESTMENT REGISTERED WITH THE SECURITIES AND HAVE NOT BEEN REGISTERED EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED (THE “SECURITIES LAWS. SUCH SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company and agrees (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) there is an effective registration statement under the Securities ActAct and applicable state securities laws covering any such transaction, (ii) pursuant to Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) Company receives an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is availableavailable or (iv) the Company otherwise satisfies itself that such transaction is exempt from registration. Notwithstanding the foregoing or any other provision of this Section 2, Holder shall not transfer this Warrant (or securities issuable upon exercise hereof, or securities issuable, directly or indirectly, upon conversion of such securities, if any) to any competitor of Company, as determined in good faith by the Board of Directors of Company (the “Board”), without the prior written consent of Company.

Limitation on Transfer. (a) The This Warrant and the Preferred Stock Warrant Shares shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Each holder of this Warrant or the Preferred Stock or Common Stock Warrant Shares issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof Warrant Shares to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five Notwithstanding the foregoing and any other provision of this Section 2 but subject to the last sentence of Section 2(c), Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (5or the securities issuable, directly or indirectly, upon conversion of the shares, if any) shall be permittedat any time to any affiliate of Lender under the Loan Agreement, by giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to Company for reissuance to the transferees(s) (and Holder, if applicable). (b) Each certificate representing (i) this Warrant, (ii) the Preferred StockWarrant Shares, and (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock Warrant Shares issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): NEITHER THIS SECURITY NOR THE SECURITIES REPRESENTED BY FOR WHICH THIS CERTIFICATE SECURITY IS EXERCISABLE HAVE BEEN ACQUIRED FOR INVESTMENT REGISTERED WITH THE SECURITIES AND HAVE NOT BEEN REGISTERED EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR ANY STATE 1933, AS AMENDED (THE “SECURITIES LAWS. SUCH SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE ABSENCE REGISTRATION REQUIREMENTS OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID THE SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company and agrees (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) there is an effective registration statement under the Securities ActAct and applicable state securities laws covering any such transaction, (ii) pursuant to Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) Company receives an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is availableavailable or (iv) the Company otherwise satisfies itself that such transaction is exempt from registration. Notwithstanding the foregoing or any other provision of this Section 2, Holder shall not transfer this Warrant (or securities issuable upon exercise hereof, or securities issuable, directly or indirectly, upon conversion of such securities, if any) to any competitor of Company, as determined in good faith by the Board of Directors of Company (the “Board”), without the prior written consent of Company. (d) Reserved.

Limitation on Transfer. (a) The Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) Warrant or the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall Shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) Warrant or the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.an

Limitation on Transfer. (a) The Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to of the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. This Warrant may be transferred in whole and not in part, except that it may be transferred in part only to affiliates of the Initial Holder, all pursuant to the other restrictions or transfer declared in this Section 2.

Limitation on Transfer. (a) The This Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five Notwithstanding the foregoing and any other provision of this Section 2, Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (5or the securities issuable, directly or indirectly, upon conversion of the shares, if any) shall be permittedat any time to any lender transferee of a portion of the loan commitment of Venture Lending & Leasing IV, Inc. under the Loan Agreement, by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this warrant to the Company for reissuance to the transferees(s) (and Holder, if applicable). (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's ’s Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. (d) The Holder hereby agrees that it shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held by the Holder (other than those included in the registration) during the one hundred eighty (180) day period (or for such longer period as may be requested by an underwriter of Common Stock (or other securities) of the Company in connection with NASD Rule 2711(f)(4)) following the effective date of the Company’s first firm commitment underwritten public offering of the Company’s Common Stock registered under the Securities Act; provided that (a) such agreement applies only to the first firm commitment underwritten public offering of the Company’s Common Stock registered under the Securities Act and (b) all officers, directors and beneficial owners of greater than one percent (1%) of the Company’s outstanding Common Stock enter into similar agreements. The obligations described in this Section 2(d) shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) of the Investor Rights Agreement dated June 28, 2001 by and among the Company and certain of its stockholders (the “Rights Agreement”) with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day period. The Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of this Section 2(d).

Limitation on Transfer. (a) The This Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five Notwithstanding the foregoing and any other provision of this Section 2 but subject to the last sentence of Section 2(c), Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (5or the securities issuable, directly or indirectly, upon conversion of the shares, if any) shall be permittedat any time to any affiliate of a lender under the Loan Agreement, by giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to Company for reissuance to the transferees(s) (and Holder, if applicable). (b) Each certificate representing (i) this Warrant, (ii) the Preferred StockCommon Stock (or applicable balance account at the Company’s transfer agent), and (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH ANY OF THESE SECURITIES ARE EXERCISABLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) REGISTRATION UNDER THE SECURITIES ACT, (B) AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION OR IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (C) RANI THERAPEUTICS HOLDINGS, INC. OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS COMPLIANT WITH SUCH LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company and agrees (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) there is an effective registration statement under the Securities ActAct and applicable state securities laws covering any such transaction, (ii) pursuant to Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) Company receives an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is availableavailable or (iv) the Company otherwise satisfies itself that such transaction is exempt from registration. Notwithstanding the foregoing or any other provision of this Section 2, Holder shall not transfer this Warrant (or securities issuable upon exercise hereof, or securities issuable, directly or indirectly, upon conversion of such securities, if any) to any competitor of Company, as determined in good faith by the Board of Directors of Company (the “Board”), without the prior written consent of Company.

Limitation on Transfer. (a) The Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) Warrant or the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of 41 securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The This Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and Holder or any holder of the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five Notwithstanding the foregoing and any other provision of this Section 2, Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (5or the securities issuable, directly or indirectly, upon conversion of the shares, if any) shall be permittedat any time to any lender transferee of a portion of the loan commitment of Lender under the Loan Agreement, by giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this warrant to Company for reissuance to the transferees(s) (and Holder, if applicable). (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's ’s Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an “accredited investor investor” (as defined in Rule 501 of Regulation D under the Securities Act) and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The This Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect Subject to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 and upon providing Company with written notice, the Holder may freely transfer all or unless such securities have been registered under part of this Warrant or the Securities Act shares issuable upon exercise of this Warrant (or sold under Rule 144the shares issuable, directly or indirectly, upon conversion of the shares, if any) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWStransferee, provided, however, in connection with any such transfer, the Holder will give Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to Company for reissuance to the transferee(s) (and Holder, if applicable). (cb) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The This Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) Notwithstanding the foregoing and any other provision of this Section 2, after receipt by the Holder of the executed Warrant, (ii) the Preferred StockHolder will transfer all of this Warrant to Holder’s parent company, (iii) shares SVB Financial Group, or any other affiliate of the Company's Common Stock issued upon conversion Holder, by execution of an Assignment substantially in the Preferred Stock and (iv) any other securities issued in respect form of Appendix 2. Subject to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 and upon providing Company with written notice, SVB Financial Group and any subsequent Holder may freely transfer all or unless such securities have been registered under part of this Warrant or the Securities Act shares issuable upon exercise of this Warrant (or sold under Rule 144the shares issuable, directly or indirectly, upon conversion of the shares, if any) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWStransferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to Company for reissuance to the transferee(s) (and Holder, if applicable). (cb) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. The Company shall not require the Holder to provide an opinion of counsel if the transfer is to the Holder’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of the Holder.

Limitation on Transfer. (a) The Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Common Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Common Stock and (iv) any other securities issued in respect to of the Preferred Common Stock or Common Stock issued upon conversion of the Preferred Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The This Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five Notwithstanding the foregoing and any other provision of this Section 2, Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (5or the securities issuable, directly or indirectly, upon conversion of the shares, if any) shall be permittedat any time to any lender transferee of at least 33% of the loan commitment of Lender under the Loan Agreement, by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this warrant to the Company for reissuance to the transferees(s) (and Holder, if applicable). (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's ’s Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to of the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. (d) This Warrant will be wholly void and of no effect after the date (the "Expiration Date") which is the earlier of (i) 5:00 p.m. (Pacific time) December 31, 2002, or (ii) the effective time of a merger or reorganization following which stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the equity securities of the surviving corporation (or its parent, if any), so long as the surviving entity is publicly traded and all securities in the surviving entity held by the Company's shareholders are free of trading restrictions within 30 days of the effective time of such transaction, and if the last day on which this Warrant may be exercised is a Sunday or a legal holiday or a day on which banking institutions doing business in the City of San Francisco are authorized by law to close, this Warrant may be exercised prior to 5:00 p.m. (Pacific time) on the next succeeding full business day with the same force and effect as if exercised on such last day specified herein.

Limitation on Transfer. (a) The Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES 1933, AS AMENDED, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE ABSENCE COMPANY RECEIVES AN OPINION OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.COUNSEL FOR

Limitation on Transfer. (a) The This Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iviii) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and hereof, except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The Warrant and the Preferred Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES 1933, AS AMENDED, AND MAY NOT BE SOLD SOLD, TRANSFERRED, ASSIGNED OR TRANSFERRED HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES. THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE ABSENCE COMPANY RECEIVES AN OPINION OF COUNSEL FOR 2 37 THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSACT. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.

Limitation on Transfer. (a) The This Warrant and the Preferred Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to insure ensure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five Notwithstanding the foregoing and any other provision of this Section 2 but subject to the last sentence of Section 2(c), Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (5or the securities issuable, directly or indirectly, upon conversion of the shares, if any) shall be permittedat any time to any affiliate of Lender under the Loan Agreement, by giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to Company for reissuance to the transferees(s) (and Holder, if applicable). (b) Each certificate representing (i) this Warrant, (ii) the Preferred Common Stock, and (iii) shares of the Company's Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): NEITHER THIS SECURITY NOR THE SECURITIES REPRESENTED BY FOR WHICH THIS CERTIFICATE SECURITY IS EXERCISABLE HAVE BEEN ACQUIRED FOR INVESTMENT REGISTERED WITH THE SECURITIES AND HAVE NOT BEEN REGISTERED EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWSSECURITIES. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred represents and warrants to the Company and agrees (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) there is an effective registration statement under the Securities ActAct and applicable state securities laws covering any such transaction, (ii) pursuant to Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) Company receives an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is availableavailable or (iv) the Company otherwise satisfies itself that such transaction is exempt from registration. Notwithstanding the foregoing or any other provision of this Section 2, Holder shall not transfer this Warrant (or securities issuable upon exercise hereof, or securities issuable, directly or indirectly, upon conversion of such securities, if any) to any competitor of Company, as determined in good faith by the Board of Directors of Company (the “Board”), without the prior written consent of Company.

Limitation on Transfer. (a) The This Warrant and the Preferred Stock shall not be transferable except upon without the prior written consent of the Company (which shall not be unreasonably withheld or delayed) and then only after compliance with the conditions specified in this Section 2, which conditions are intended to insure compliance with the provisions of the Securities Act. The Warrant and the Preferred Stock and the Common Stock issuable upon conversion thereof may be transferred only to accredited investors, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933. Each holder of this Warrant or the Preferred Stock or Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock or Common Stock issuable upon conversion thereof to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Not more than five (5) shall be permitted. (b) Each certificate representing (i) this Warrant, (ii) the Preferred Stock, (iii) shares of the Company's ’s Common Stock issued upon conversion of the Preferred Stock and (iv) any other securities issued in respect to the Preferred Stock or Common Stock issued upon conversion of the Preferred Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (c) The Holder of this Warrant and each person to whom this Warrant or the Preferred Stock or Common Stock issuable hereunder is subsequently transferred (if permitted hereunder) represents and warrants to the Company (by acceptance of such transfer) that he, she, or it is an accredited investor and that it will not transfer the this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless and until the Company has been provided notice of proposed disposition including its material terms and except pursuant to (i) an effective registration statement under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for the Company, that an exemption from such registration is available.