Common use of Ownership and Transfer Clause in Contracts

Ownership and Transfer. 7.1 The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register"), in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender of this Warrant with a properly executed assignment at the principal executive offices of the Company (or such other office or agency of the Company as it may designate in writing to the holder hereof). 7.3 The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock for resale under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable Securities.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at the principal executive offices of the Company (or such other office or agency of the Company as it may designate in writing shall be subject to the holder hereof)conditions set forth in Section 6 above and Section 7(c) below. 7.3 (c) The Company holder of this Warrant understands that this Warrant has not been and is obligated not expected to register the Common Stock issuable upon conversion of the Warrant Stock for resale be, registered under the Securities Act pursuant or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction involving the securities, (b) the Company receives an opinion of legal counsel for the holder, in form, substance and scope reasonably acceptable to the Investors Rights AgreementCompany, that registration is not required under the Securities Act, or (c) the Company, at its option, otherwise satisfies itself that such transaction is exempt from registration. The shares Any sale of Warrant Stock issuable upon exercise such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of this Warrant shall constitute Registrable Securities said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as such that term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the benefits afforded Securities and Exchange Commission thereunder; and neither the Company nor any other person is under any obligation to a holder of any such Registrable Securities register the Warrant Shares under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and Securities Act or any state securities laws or to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable Securitiesany exemption thereunder.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at shall subject to the principal executive offices conditions set forth in Section 6 above and Section 7(c) below. (c) The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company (or such other office or agency of Securities and Exchange Commission thereunder; and neither the Company nor any other person is under any obligation to register the Series A Preferred Share Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder except as it may designate set forth in writing to the holder hereof)Section 7(d) below. 7.3 (d) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement dated as of June 12 , 2000, by and between the Company and the Buyers listed on the signature page thereto (the "Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in ") and the Investors Rights Agreement). Each initial holder of this Warrant shall be (and certain assignees thereof) is entitled to all the registration rights in respect of the benefits afforded to a holder of any such Registrable Securities under Warrant Shares as set forth in the Investors Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable SecuritiesAgreement.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at shall subject to the principal executive offices conditions set forth in Section 6 above and Section 7(c) below. (c) The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company (or such other office or agency of Securities and Exchange Commission thereunder; and neither the Company nor any other person is under any obligation to register the Warrant Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder except as it may designate set forth in writing to the holder hereof)Section 7(d) below. 7.3 (d) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Rights Consulting Agreement. , dated as of July 21, 2000, by and between the Company and The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities May Xxxxx Group, Inc. (as such term is defined in the Investors Rights "Consulting Agreement). Each ") and the initial holder of this Warrant shall be (and certain assignees thereof) is entitled to all the registration rights in respect of the benefits afforded to a holder of any such Registrable Securities under Warrant Shares as set forth in the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable SecuritiesConsulting Agreement.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at shall be subject to the principal executive offices conditions set forth in Section 7(c) below. (c) The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) neither the Company as it may designate in writing nor any other person is under any obligation to register the holder hereof)Series C Preferred Share Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 7.3 (d) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities Agreement dated March __, 1997 by and between the Company and the Buyers listed on the signature page thereto (as such term is defined in the Investors Rights Agreement). Each "REGISTRATION RIGHTS AGREEMENT") and the initial holder of this Warrant shall be (and certain assignees thereof) is entitled to all the registration rights in respect of the benefits afforded to a holder of any such Registrable Securities under Warrant Shares as set forth in the Investors Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable SecuritiesAgreement.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder any exemption thereunder except as a holder of such Registrable Securitiesmay be expressly set out herein.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at the principal executive offices of the Company (or such other office or agency of the Company as it may designate in writing shall be subject to the holder hereof)conditions set forth in Section 7(c) below. 7.3 (c) The Company holder of this Warrant understands that this Warrant has not been and is obligated not expected to register the Common Stock issuable upon conversion of the Warrant Stock for resale be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, in generally acceptable form, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Investors Rights Agreement. The shares Securities Act may be made only in accordance with the terms of Warrant Stock issuable upon exercise said Rule and further, if said Rule is not applicable, any resale of this Warrant shall constitute Registrable Securities such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as such that term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the benefits afforded Securities and Exchange Commission thereunder; and (ii) neither the Company nor any other person is under any obligation to a holder of any such Registrable Securities register the Warrants under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. (d) Company is obligated to register the Investors Warrant Shares for resale under the Securities Purchase Act pursuant to the Registration Rights Agreement applicable to such holder as a and the initial holder of such Registrable Securitiesthis Warrant (and certain assignees thereof) is entitled to the registration rights in respect of the Warrant Shares as set forth in the Registration Rights Agreement.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other Person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) Subject to compliance with any applicable securities laws and the Investors Rights Agreement conditions set forth in Section 7 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued. (d) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Warrant No. 1 – Series B-7- Section 7, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (e) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (f) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfers of the Warrants. (g) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable to such holder state securities or blue sky laws, the Company may require, as a holder condition of allowing such Registrable Securitiestransfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and/or (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and/or (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company nor any other person is under any obligation to register the Common Stock Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder except as it may designate in writing to the holder hereof)be expressly set out herein. 7.3 (c) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise Agreement and the Holder of this Warrant shall constitute Registrable Securities (is entitled to the registration rights in respect of the Warrant Shares as such term is defined set forth in the Investors Registration Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable Securities.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder the Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 (b) Subject to compliance with applicable securities laws and the transfer restrictions set forth in the Purchase Agreement and the Stockholder Agreementthis Warrant, this Warrant and all rights hereunder shall may be assignable and transferable by transferred, in whole or in part, without charge to the holder hereof without the consent of the Company (except for transfer taxes), thereafter, upon surrender of this Warrant with a properly executed assignment endorsed. The Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall have been so endorsed, may be treated by the Company, at the principal executive offices Company’s option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company (or and notice to the contrary notwithstanding; but until such other office or agency of transfer on such books, the Company may treat the registered owner hereof as it may designate in writing to the holder hereof)owner for all purposes. 7.3 (c) The Company Holder of this Warrant understands that this Warrant has not been and is obligated not expected to register the Common Stock issuable upon conversion of the Warrant Stock for resale be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) the Holder shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Investors Rights Agreement. The shares Securities Act may be made only in accordance with the terms of Warrant Stock issuable upon exercise said Rule and further, if said Rule is not applicable, any resale of this Warrant shall constitute Registrable Securities such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as such that term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the benefits afforded SEC thereunder; and (ii) neither the Company nor any other person is under any obligation to a holder of any such Registrable Securities register the Warrants under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and Securities Act or any state securities laws or to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable Securitiesany exemption thereunder.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other Person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) Subject to compliance with any applicable securities laws and the Investors Rights Agreement conditions set forth in Section 7 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued. (d) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7, as to any transfer which may be involved in such division or combination, Warrant No. 1 – Series J the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (e) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (f) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfers of the Warrants. (g) If , at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable to such holder state securities or blue sky laws, the Company may require, as a holder condition of allowing such Registrable Securities.transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and/or (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and/or (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act ..

Ownership and Transfer. 7.1 Warrant No. ____ – Series J (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other Person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) Subject to compliance with any applicable securities laws and the Investors Rights Agreement conditions set forth in Section 7 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued. Warrant No. ____ – Series J (d) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (e) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (f) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfers of the Warrants. (g) If , at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable to such holder state securities or blue sky laws, the Company may require, as a holder condition of allowing such Registrable Securities.transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and/or (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and/or (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act ..

Ownership and Transfer. 7.1 (a) The Company shall cause the Warrant Agent to maintain at its principal executive offices corporate trust office (or such other office or agency of the Company as it the Company may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register"), in which the Company Warrant Agent shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this (b) This Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit B attached hereto) at the principal executive offices corporate trust office of the Company Warrant Agent (or such other office or agency of the Company as it the Company may designate in writing to the holder hereof). 7.3 (c) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant Shares shall constitute Registrable Securities (as such term is defined in the Investors Registration Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of any such Registrable Securities under the Investors Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Registration Rights Agreement applicable to such holder as a holder of such Registrable Securities.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other Person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) Subject to compliance with any applicable securities laws and the Investors Rights Agreement conditions set forth in Section 7 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued. (d) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (e) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (f) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfers of the Warrants. (g) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable to such holder state securities or blue sky laws, the Company may require, as a holder condition of allowing such Registrable Securitiestransfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and/or (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and/or (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other person 7 8 is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) The Company is obligated to register the Investors Warrant Shares for resale under the Securities Act and the Holder of this Warrant is not entitled to the registration rights in respect of the Warrant Shares, unless and until the Company enters into a Registration Rights Agreement applicable to such holder as a holder with the Holder of such Registrable Securitiesthese Warrants, at the sole discretion of the Company.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at shall be subject to the principal executive offices conditions set forth in Section 7(c) below. (c) The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) neither the Company as it may designate in writing nor any other person is under any obligation to register the holder hereof)Preferred Stock Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 7.3 (d) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement dated September 29, 1998, by and between the Company and the Buyers listed on the signature page thereto (the "Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in ") and the Investors Rights Agreement). Each initial holder of this Warrant shall be (and certain assignees thereof) is entitled to all the registration rights in respect of the benefits afforded to a holder of any such Registrable Securities under Warrant Shares as set forth in the Investors Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable SecuritiesAgreement.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other Person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) Subject to compliance with any applicable securities laws and the Investors Rights Agreement conditions set forth in Section 7 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued. (d) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (e) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (f) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfers of the Warrants. (g) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable to such holder state securities or blue sky laws, the Company may require, as a holder condition of allowing such Registrable Securitiestransfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and/or (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and/or (iii) that the transferee be an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender of this Warrant with a properly executed assignment at the principal executive offices of the Company (or such other office or agency of the Company as it may designate in writing to the holder hereof). 7.3 b) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in Agreement and the Investors Rights Agreement). Each initial holder of this Warrant shall be (and certain assignees thereof) is entitled to all the registration rights in respect of the benefits afforded to a holder of any such Registrable Securities Warrant Shares as set forth in the Registration Rights Agreement. (c) The Holder acknowledges that (1) this Warrant and the Warrant Shares have not been and are not being registered under the Investors provisions of the 1933 Act and, except as provided in the Registration Rights Agreement Agreement, the Warrant Shares have not been and such holderare not being registered under the 1933 Act, by its acceptance and may not be transferred unless (A) subsequently registered thereunder or (B) the Holder shall have delivered to the Company an opinion of this Warrantcounsel, agrees reasonably satisfactory in form, scope and shall agree substance to the Company, to the effect that the Warrant Shares to be bound by sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Warrant Shares made in reliance on Rule 144 promulgated under the 1933 Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Warrant Shares under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (3) neither the Company or Diomed, Inc. nor any other person is under any obligation to register the Warrants or the Warrant Shares (other than pursuant to the Registration Rights Agreement) under the 1933 Act or to comply with the terms and conditions of any exemption thereunder. Furthermore, the Investors Rights Agreement applicable Holder agrees that the Holder may not sell, transfer, convey, pledge, grant any security interest in or assign, by operation of law or otherwise, this Warrant or any Warrant Shares to such holder any Person that is engaged, or proposes to become engaged, in the business of developing, offering for sale or commercializing any products or services that (i) as of the Issuance Date or as of the date of a holder proposed transfer, directly competes (or is reasonably anticipated by the Company to compete in the future) with any of such Registrable Securitiesthe Company’s or its subsidiaries’ existing or proposed products or services, or (ii) provide alternative clinical treatments for any of the medical procedures that utilize the Company’s existing or proposed products or services, or (iii) substitute for or would tend to cause the obsolescence of any of the Company’s existing or proposed products or services, or otherwise directly competes (or is reasonably anticipated to compete in the future) with the Company in any material respect.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each authorized transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights granted hereunder shall not be assignable and transferable by the holder hereof without the prior express written consent of the Company upon surrender of this Warrant with a properly executed assignment at Company, which consent may be withheld in the principal executive offices of the Company (or such other office or agency of the Company as it may designate in writing to the holder hereof)Company’s sole and absolute discretion. 7.3 (c) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of Agreement entered into concurrently with this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each and any holder of this Warrant (and the authorized assignees thereof) is entitled to the registration rights in respect of the Warrant Shares as set forth in the Registration Rights Agreement. (d) The Warrant Shares may be disposed of by the holder hereof in “brokers’ transactions” within the meaning of Section 4(4) of the Securities Act. In addition, in the event the holder desires to dispose of the Warrant Shares in a privately negotiated transaction with a third party (or third parties, as the case may be), such transaction (or transactions) shall, subject to the exceptions below, be subject to the mutual agreement of the holder and the Company as to the third party, which agreement shall be entitled evidenced by a written instrument in form and substance reasonably satisfactory to all the parties. The provisions of the benefits afforded this Section 10(d) shall not apply to a transfer (each, a “Permitted Transfer”) by the holder which is an affiliate of holder, provided the transferee will be subject to the terms of this Section 10 and any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance transfer is not in violation of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable Securitiesfederal or state securities laws.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided belowbelow, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) The Company is obligated to register the Investors Warrant Shares for resale under the Securities Act and the Holder of this Warrant is not entitled to the registration rights in respect of the Warrant Shares, unless and until the Company enters into a Registration Rights Agreement applicable to such holder as a holder with the Holder of such Registrable Securitiesthese Warrants, at the sole discretion of the Company.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at the principal executive offices of the Company (or such other office or agency of the Company as it may designate in writing shall subject to the holder hereof)conditions set forth in Section 6 above and Section 7(c) below. 7.3 (c) The Company holder of this Warrant understands that this Warrant has not been and is obligated not expected to register the Common Stock issuable upon conversion of the Warrant Stock for resale be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Any sale of such securities made in reliance on Rule 144 promulgated under the Investors Rights Agreement. The shares Securities Act may be made only in accordance with the terms of Warrant Stock issuable upon exercise said Rule and further, if said Rule is not applicable, any resale of this Warrant shall constitute Registrable Securities such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as such that term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the benefits afforded Securities and Exchange Commission thereunder; and neither the Company nor any other person is under any obligation to a holder of any such Registrable Securities register the Warrant Interests under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and Securities Act or any state securities laws or to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable Securitiesany exemption thereunder.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, Warrant No. ___ Series D notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other Person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) Subject to compliance with any applicable securities laws and the Investors Rights Agreement conditions set forth in Section 7 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued. (d) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (e) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (f) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfers of the Warrants. Warrant No. ___ Series D (g) If , at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable to such holder state securities or blue sky laws, the Company may require, as a holder condition of allowing such Registrable Securities.transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and/or (ii) that the Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and/or (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act ..

Ownership and Transfer. 7.1 Warrant No____ – Series K (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder Holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register register as the owner and holder Holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender (b) The Holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; provided that (i) any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with a properly executed assignment at the principal executive offices terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (or such other office or agency of ii) except as provided below, neither the Company as it may designate in writing to the holder hereof). 7.3 The Company nor any other Person is obligated under any obligation to register the Common Stock issuable upon conversion of the Warrant Stock for resale Warrants under the Securities Act pursuant to the Investors Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in the Investors Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of or any such Registrable Securities under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and state securities laws or to comply with the terms and conditions of any exemption thereunder except as may be expressly set out herein. (c) Subject to compliance with any applicable securities laws and the Investors Rights Agreement applicable conditions set forth in Section 7 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds sufficient to such holder as a holder pay any transfer taxes payable upon the making of such Registrable Securitiestransfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Holder for the purchase of Warrant Shares without having a new Warrant issued. Warrant No____ – Series K (d) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (e) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreementrights granted to the Holder hereof are transferable, this Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of EXHIBIT B attached hereto; provided, however, that any transfer or assignment at the principal executive offices of the Company (or such other office or agency of the Company as it may designate in writing shall subject to the holder hereof)conditions set forth in Sections 3(j) and 6 above and Sections 7(c) and 11 below. 7.3 The Company is obligated to register (c) Except as set forth in Section 3(j), the Common Stock issuable upon conversion Holder of this Warrant understands that this Warrant and the Warrant Stock for resale Shares have not been and are not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such Holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Notwithstanding anything set forth herein to the Investors Rights Agreement. The shares contrary, the Company shall not require an opinion of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities counsel with respect to any and all transfers, assignments or sales by and between Xxxxxx Xxxxxxxxxx & Co. ("CANTOR"), on the one hand, and any affiliate or affiliated person (as such terms are defined in Rule 405 under the Securities Act) of Cantor, on the other hand (it being expressly understood and agreed that such transfers, assignments or sales shall be conducted in accordance with applicable federal and state securities laws), and, upon due notice from Cantor or any affiliate of Cantor of any such transfer, sale or assignment, and delivery to the Company of the duly executed warrant power in the form of EXHIBIT B attached hereto, the Company shall immediately direct its transfer agent effect any such transfer, sale or assignment, provided that in no event shall the legend required by this Section 7(c) be removed as a result of such a transfer without opinion of counsel reasonably acceptable to the Company. Any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Investors Rights Agreement). Each holder Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and neither the Company nor any other person is under any obligation to register this Warrant shall be entitled to all of and the benefits afforded to a holder of any such Registrable Securities Warrant Shares under the Investors Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder except as set forth in Section 3(j) hereof. All Warrants and Warrant Shares shall bear a legend in substantially the Investors Rights Agreement applicable to such holder as a holder of such Registrable Securitiesform set forth below: THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TOWARD RESALE OR DISTRIBUTION. THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR AS OTHERWISE PROVIDED FOR IN THIS WARRANT. IN ADDITION, THE HOLDER OF THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT IS ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH IN THIS WARRANT.

Ownership and Transfer. 7.1 (a) The Company shall cause the Warrant Agent to maintain at its principal executive offices corporate trust office (or such other office or agency of the Company as it the Company may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register"), in which the Company Warrant Agent shall record the name and address of the Person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Warrant is registered on the Warrant Register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement and the Stockholder Agreement, this (b) This Warrant and all rights hereunder shall be assignable and transferable by the holder hereof without the consent of the Company upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit B attached hereto) at the principal executive offices corporate trust office of the Company Warrant Agent (or such other office or agency of the Company as it the Company may designate in writing to the holder hereof). 7.3 (c) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant Shares shall constitute Registrable Securities (as such term is defined in the Investors Registration Rights Agreement). Each holder of this Warrant shall be entitled to all of the benefits afforded to a holder of any such Registrable Securities under the Investors Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Registration Rights Agreement applicable to such holder as a holder of such Registrable Securities.

Ownership and Transfer. 7.1 (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the "Warrant Register")Warrant, in which the Company shall record the name and address of the Person person in whose name this Warrant has been issued, as well as the name and address of each permissible transferee. The Company may treat the Person person in whose name any Warrant is registered on the Warrant Register register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 7.2 Subject to restrictions set forth in the Purchase Agreement (b) This Warrant and the Stockholder Agreement, this Warrant and all rights hereunder shall be assignable and transferable by granted to the holder hereof without the consent of the Company are transferable, in whole or in part, upon surrender of this Warrant Warrant, together with a properly executed warrant power in the form of Exhibit B attached hereto; provided, however, that any transfer or assignment at shall subject to the principal executive offices conditions set forth in Section 6 above and Section 7(c) below. (c) The holder of this Warrant understands that this Warrant has not been and is not expected to be, registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (a) subsequently registered thereunder, or (b) such holder shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Any sale of such securities made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company (or such other office or agency of Securities and Exchange Commission thereunder; and neither the Company nor any other person is under any obligation to register the Series A Preferred Share Warrants under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder except as it may designate set forth in writing to the holder hereof)Section 7(d) below. 7.3 (d) The Company is obligated to register the Common Stock issuable upon conversion of the Warrant Stock Shares for resale under the Securities Act pursuant to the Investors Registration Rights Agreement dated as of May --, 2000, by and between the Company and the Buyers listed on the signature page thereto (the "Registration Rights Agreement. The shares of Warrant Stock issuable upon exercise of this Warrant shall constitute Registrable Securities (as such term is defined in ") and the Investors Rights Agreement). Each initial holder of this Warrant shall be (and certain assignees thereof) is entitled to all the registration rights in respect of the benefits afforded to a holder of any such Registrable Securities under Warrant Shares as set forth in the Investors Registration Rights Agreement and such holder, by its acceptance of this Warrant, agrees and shall agree to be bound by and to comply with the terms and conditions of the Investors Rights Agreement applicable to such holder as a holder of such Registrable SecuritiesAgreement.