Common use of Notices, Transfers, Etc Clause in Contracts

Notices, Transfers, Etc. (a) Any notice or written communication required or permitted to be given to the Holder may be given by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, or delivered by hand to the Holder at the address most recently provided by the Holder to the Company. All notices and other communications from the Holder to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. All such notices and communications shall be deemed delivered (i) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. (b) Subject to compliance with applicable federal and state securities laws, and to the extent requested by the Company, receipt by the Company of an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the 1933 Act, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Subject to the first sentence of this SECTION 18, upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant of the same denomination to the assignee. Subject to the first sentence of this SECTION 18, upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Preferred Stock purchasable hereunder, and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. (d) Each certificate representing Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933. (e) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

Notices, Transfers, Etc. (a) Any notice or written communication All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be given to notified, (b) when sent by facsimile if sent during normal business hours of the Holder may be given recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified or registered mail, return receipt requested, postage prepaid, or sent via (d) one (1) business day after deposit with a reputable nationwide nationally recognized overnight courier service guaranteeing courier, specifying next business day delivery, with written verification of receipt. Any such notice or delivered by hand written communication to the Holder shall be sent to the Holder at the address most recently provided by the Holder to the Company. All notices and other communications from As of the Holder date of this Warrant, the Holder’s address is as follows: Facsimile: ( ) Any such notice or written communication to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. All such notices and communications shall be deemed delivered as follows: Portola Pharmaceuticals, Inc. Attention: Chief Financial Officer 000 Xxxx Xxxxx Xxxxxx, Xxxxx 00 Xxxxx Xxx Xxxxxxxxx, XX 00000 Facsimile: (i000) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery.000-0000 (b) Subject to compliance with applicable federal and state securities laws, laws and to the extent requested by restriction on transfer set forth on the Company, receipt by the Company first page of an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the 1933 Actthis Warrant, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder and upon payment by the Holder of any applicable transfer taxesHolder, the Company shall issue a new warrant of the same denomination to the assignee. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Preferred Stock purchasable hereunder, and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, Warrant or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. (d) Each certificate representing Shares shall bear a legend substantially Warrant and an indemnification of loss by the Holder in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Shares, at the request favor of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933Company. (e) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

Notices, Transfers, Etc. (a) Any notice or written communication required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be given notified, (b) when sent by confirmed facsimile to the Holder may be given facsimile number specified in writing by certified or registered mailthe recipient if sent during normal business hours of the recipient on a business day, postage prepaidif not, then on the next business day, or sent via a reputable nationwide overnight courier service guaranteeing (c) the next business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company or delivered by hand to the Holder at the address most recently provided listed on the signature page hereto or at such other address as the Company or Holder may designate by the Holder ten (10) days advance written notice to the Company. All notices and other communications from the Holder to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. All such notices and communications shall be deemed delivered (i) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day deliveryparty hereto. (b) Subject to compliance with applicable federal and state securities laws, laws and to the extent requested by the Company, receipt by the Company of an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the 1933 Actterms hereof, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder and upon payment by the Holder of any applicable transfer taxesHolder, the Company shall issue a new warrant of the same denomination to the assignee. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Preferred Common Stock purchasable hereunder, and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall shall, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. (d) Each certificate representing Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933. (e) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

Notices, Transfers, Etc. (a) Any notice or written communication required or permitted to be given to the Holder may be given by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, mail or delivered by hand to the Holder at the address most recently provided by the Holder to the Company. All notices and other communications from the Holder to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. All such notices and communications shall be deemed delivered (i) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. (b) Subject to compliance with applicable federal and state securities laws, and to the extent requested by the Company, receipt by the Company of an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the 1933 Act, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder and upon payment by the Holder of any applicable transfer taxesHolder, the Company shall issue a new warrant of the same denomination to the assignee. Subject , subject to the first sentence of restrictions on transfer set forth in this SECTION 18, upon Section 18(b) and the representations and covenants contained in Section 17. Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Preferred Stock purchasable hereunder, and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (c) Each certificate representing (i) the Preferred Stock issuable upon exercise of this Warrant, (ii) the shares of Common Stock issued upon conversion of such Preferred Stock or (iii) any other securities issued in respect to such Preferred Stock or Common Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless such securities have been registered under the 1933 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 1933 ACT 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. (d) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. (d) Each certificate representing Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933. (e) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

Notices, Transfers, Etc. (a) Any notice or written communication All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be given to notified, (b) when sent by facsimile if sent during normal business hours of the Holder may be given recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified or registered mail, return receipt requested, postage prepaid, or sent via (d) one (1) business day after deposit with a reputable nationwide nationally recognized overnight courier service guaranteeing courier, specifying next business day delivery, with written verification of receipt. Any such notice or delivered by hand written communication to the Holder shall be sent to the Holder at the address most recently provided by the Holder to the Company. All notices and other communications from As of the Holder date of this Warrant, the Holder’s address is as follows: Brixxxx Xxvestments, L.P. c/o T. X. Xxxxxxx 01 Xxxxx Xxxx X.O. Box 797 Katonah, NY 10536 Facsimile: (910) 000-0000 With a copy to: Donxxx X. Xxxxxx, Xx. Xolxxx Xxxxx & Kahx, XLP 275 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Xacsimile: (410) 000-0000 Xny such notice or written communication to the Company in connection herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. All such notices and communications shall be deemed delivered as follows: Portola Pharmaceuticals, Inc. Attention: Chief Financial Officer 270 Xxxx Xxxxx Xxxxxx, Xxxxx 00 Xxxxx Xxx Xxxxxxxxx, XX 00000 Xacsimile: (i650) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery.000-0000 (b) Subject to compliance with applicable federal and state securities laws, laws and to the extent requested by restriction on transfer set forth on the Company, receipt by the Company first page of an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the 1933 Actthis Warrant, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunder. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder and upon payment by the Holder of any applicable transfer taxesHolder, the Company shall issue a new warrant of the same denomination to the assignee. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Preferred Stock purchasable hereunder, and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, Warrant or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. (d) Each certificate representing Shares shall bear a legend substantially Warrant and an indemnification of loss by the Holder in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Shares, at the request favor of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933Company. (e) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

Notices, Transfers, Etc. (aA) Any notice or written communication required or permitted to be given to the Holder may be given by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, or delivered by hand to the Holder at the address most recently provided by the Holder to the Company. All notices and other communications from the Holder to the Company in connection herewith hereunder shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. All such notices in writing and communications shall be deemed delivered (i) two business days after being upon receipt if sent by registered or certified or registered mail, return receipt requested, postage prepaid, prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient at such address as such party may designate to the other from time to time by notice hereunder. (B) Neither this Warrant nor any securities issued upon exercise hereof may be transferred unless (i) counsel to the Company (in the case such transfer is made prior to an initial Public Offering and is not to another Lighthouse fund or an affiliate of Holder) or counsel to Holder (in the case such transfer (a) follows an initial Public Offering or (b) Subject is prior to compliance an initial Public Offering and is to another Lighthouse fund or an affiliate of Holder) determines that such sale or transfer is in accordance with the registration requirements of such 1933 Act and applicable federal laws or some other exemption from the registration requirements of such 1933 Act and state securities laws, and to the extent requested by the Company, receipt by applicable laws is available with respect thereto or (ii) the Company of has been furnished with an opinion of legal counsel, counsel reasonably satisfactory to the Company, Company to the effect that such transfer registration is exempt from not required. Subject to the registration requirements of the 1933 Actforegoing and compliance with applicable state securities laws, this Warrant may be transferred by the Holder with respect to any or all of the shares purchasable hereunderhereunder upon the consent of the Company, which shall not be unreasonably withheld or delayed, provided, however, that no such consent of the Company shall be necessary if the transfer is to another Lighthouse fund or an affiliate of Holder. Subject Notwithstanding anything to the first sentence contrary in this Warrant, and legend, or any other agreement, Holder may grant a security interest in this Warrant and the shares of this SECTION 18, upon Preferred Stock to a financial institution or commercial lender without the consent of the Company and without providing an opinion letter to the Company. Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment notice annexed hereto duly executed, for transfer of this Warrant as an entirety by the Holder and upon payment by the Holder of any applicable transfer taxesHolder, the Company shall issue a new warrant of the same denomination to the assignee. Subject to the first sentence of this SECTION 18, upon Upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment hereof properly endorsed, by the Holder for transfer with respect to a portion of the shares of Preferred Stock purchasable hereunder, and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. (cC) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company of the loss, theft or destruction of such Warrant. , together with an indemnity agreement (dwith surety if reasonably required) Each certificate representing Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel amount reasonably satisfactory to the Company is obtained to the effect that such registration is not requiredCompany." The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933. (e) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

Notices, Transfers, Etc. (a) Any notice or written communication required or permitted to be given to the Holder may be given by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, or delivered by hand to the Holder at the address most recently provided by the Holder to the Company. All notices and other communications from the Holder to the Company in connection herewith required or permitted hereunder shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. All such notices in writing and communications shall be deemed delivered effectively given: (i) two upon personal delivery to the party to be notified; (ii) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day; (iii) five (5) days after being having been sent by registered or certified or registered mail, return receipt requested, postage prepaid, ; or (iiiv) one the next business day after being sent via deposit with a reputable nationwide nationally recognized overnight courier service guaranteeing courier, fee prepaid, specifying next business day delivery., with written confirmation of receipt. All notices and other communications shall be addressed to a party at its address set forth below, or at such other address as a party may designate to the other party upon ten (10) days advance written notice. If to Holder: RBS Citizens, N.A. Global Restructuring Group – SIG 00 Xxxxx Xxxxxx, 00xx Xxxxx XX0000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxxxx Phone: (000) 000-0000 Fax: (617) Email: xxxxxxx.xxxxxxxxx@xxxxxxxxxxxx.xxx If to the Company: Cybex International, Inc. 00 Xxxxxxx Xxxxx Medway, Massachusetts 02053 Attention: Chief Financial Officer Phone: (000) 000-0000 Fax: Email: (b) Subject to compliance with applicable federal and state securities laws, and to the extent requested by the Company, receipt by the Company of an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer is exempt from the registration requirements of the 1933 Act, this Warrant may be freely transferred by the Holder with respect to any or all of the shares Shares purchasable hereunder. Subject to the first sentence of this SECTION 18foregoing, upon surrender of this Warrant to the principal offices of the Company (or such other office or agency designated by the Company), together with the assignment notice annexed hereto duly executed, executed for transfer of this Warrant (i) as an entirety by the Holder and upon payment by the Holder of any applicable transfer taxesHolder, the Company shall issue a new warrant of the same tenor and denomination to the assignee. Subject to the first sentence of this SECTION 18, upon surrender of this Warrant to the principal offices of the Company or (or such other office or agency designated by the Company), together with the assignment hereof properly endorsed, by the Holder for transfer ii) with respect to a portion of the shares of Preferred Stock Shares purchasable hereunder, and upon payment by the Holder of any applicable transfer taxes, the Company shall issue a new warrant to the assignee, in the same tenor as this Warrant and in such denomination as shall be requested by the Holder hereof, and shall issue to such Holder a new warrant of like tenor covering the number of shares Shares in respect of which this Warrant shall not have been transferred. In connection with any such transfer by Holder, the Company may require the execution and delivery of reasonable and customary investment representations and a reasonable and customary legal opinion that such transfer is exempt from the registration requirements of the 1933 Act; provided, that no legal opinion shall be required in connection with any transfer by Holder to an affiliate of Holder, provided that such affiliate transferee is an “accredited investor” as defined in Regulation D promulgated under the 1933 Act; nor shall such affiliate transferee be required to execute and deliver separate investment representations, but shall be deemed, upon receipt of this Warrant or portion thereof to have made to the Company each of the representations set forth in Section 19 above. (c) In case this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue a new warrant of like tenor and denomination and deliver the same (i) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost, stolen or destroyed, upon receipt of an affidavit of the Holder or other evidence reasonably satisfactory to the Company and appropriate indemnification agreement in favor of the loss, theft or destruction of such WarrantCompany. (d) Each certificate representing Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act of 1933. (e) The Company will maintain a register containing the name and address of the Holder of this Warrant. The Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.