Common use of Registration of Transfers, Exchanges or Assignment of Warrants Clause in Contracts

Registration of Transfers, Exchanges or Assignment of Warrants. The Holder shall be entitled to assign its interest in this Warrant in whole or in part to any affiliate of Holder upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment at the end hereof duly executed by the Holder. Except as set forth in the preceding sentence, this Warrant may not be assigned by the Holder. This Warrant may also be exchanged or combined with warrants of like tenor at the option of the Holder for another Warrant or Warrants of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares upon presentation thereof to the Company as its Principal Office together with a written notice signed by the Holder specifying the denominations in which the new Warrant is or the new Warrants are to be issued. Upon surrender for transfer or exchange of this Warrant to the Company at its Principal Office for transfer or exchange, in accordance with this Section 2, the Company shall, without charge (subject to Section 3), execute and deliver a new Warrant or Warrants of like tenor and of a like aggregate amount of Warrant Shares in the name of the assignee named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder with respect to that portion not transferred, and this Warrant shall promptly be canceled. Notwithstanding the foregoing, the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.

Registration of Transfers, Exchanges or Assignment of Warrants. The Holder shall be entitled to assign its interest in this Warrant in whole or in part to any affiliate of Holder upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment at the end hereof duly executed by the Holder. Except as set forth in the preceding sentence, this Warrant may not be assigned by the Holder. This Warrant may also be exchanged or combined with warrants of like tenor at the option of the Holder for another Warrant or Warrants of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares upon presentation thereof to the Company as its Principal Office together with a written notice signed by the Holder specifying the denominations in which the new Warrant is or the new Warrants are to be issued. Upon surrender for transfer or exchange of this Warrant to the Company at its Principal Office for transfer or exchange, in accordance with this Section 2, the Company shall, without charge (subject to Section 3), execute and deliver a new Warrant or Warrants of like tenor and of a like aggregate amount of Warrant Shares in the name of the assignee named in such instrument of assignment and, if the Holder's ’s entire interest is not being assigned, in the name of the Holder with respect to that portion not transferred, and this Warrant shall promptly be canceled. Notwithstanding the foregoing, the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "“Act"”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.

Registration of Transfers, Exchanges or Assignment of Warrants. The (a) Subject to Section 2.2.(b) below and the restrictions contained in the legend set forth on the first page of this Warrant, the Holder shall be entitled to assign its interest in this Warrant in whole or in part to any affiliate of Holder person upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment at the end hereof attached hereto as Exhibit B duly executed by the Holder. Except as set forth in the preceding sentence, this Warrant may not be assigned by the Holder. This Warrant may also be exchanged or combined with warrants of like tenor at the option of the Holder for another Warrant or Warrants of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares upon presentation thereof to the Company as its Principal Office principal office in Boulder, Colorado, together with a written notice signed by the Holder specifying the denominations in which the new Warrant is or the new Warrants are to be issued. (b) If the Holder assigns its interest in this Warrant or any part thereof, then the assignee of the Warrant shall only be entitled to exercise this Warrant upon 61 days from the date that written notice of such exercise is received by the Company (the "Exercise Notice Period"). The Company agrees that for long as the Exercise Notice Period is in effect (and has not been waived by the Company), the Company shall not set a record date for either (i) the taking of any special meeting by its stockholders or (ii) a dividend or other distribution to be paid to the holders of Common Stock. (c) Upon surrender for transfer or exchange of this Warrant to the Company at its Principal Office for transfer or exchangeprincipal office in Boulder, Colorado, in accordance with this Section 2, the Company shall, without charge (subject to Section 3), execute and deliver a new Warrant or Warrants of like tenor and of a like aggregate amount of Warrant Shares in the name of the assignee named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder with respect to that portion not transferred, and this Warrant shall promptly be canceled. Notwithstanding the foregoing, the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.

Registration of Transfers, Exchanges or Assignment of Warrants. The Holder shall be entitled to assign its interest in this Warrant in whole or in part to any affiliate of Holder person upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment at the end hereof attached hereto as Exhibit B duly executed by the Holder. Except as set forth in the preceding sentence, this Warrant may not be assigned by the Holder. This Warrant may also be exchanged or combined with warrants of like tenor at the option of the Holder for another Warrant or Warrants of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares upon presentation thereof to the Company as its Principal Office principal office in Boulder, Colorado, together with a written notice signed by the Holder specifying the denominations in which the new Warrant is or the new Warrants are to be issued. Upon surrender for transfer or exchange of this Warrant to the Company at its Principal Office for transfer or exchangeprincipal office in Boulder, Colorado, in accordance with this Section 2, the Company shall, without charge (subject to Section 3), execute and deliver a new Warrant or Warrants of like tenor and of a like aggregate amount of Warrant Shares in the name of the assignee named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder with respect to that portion not transferred, and this Warrant shall promptly be canceled. Notwithstanding the foregoing, the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.

Registration of Transfers, Exchanges or Assignment of Warrants. The Holder Subject to the limitations of this Section, the Warrant holders shall be entitled to assign its interest in this Warrant their Warrants in whole or in part to any affiliate Person, so long as such transferee or assignee executes a counterpart to the Intercreditor Agreement or a joinder thereto, agreeing to be bound by its terms. The Company shall, from time to time, register the transfer of Holder any outstanding Warrant Certificates upon the register maintained by it for that purpose pursuant to Section 4, upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment at the end hereof Assignment Form attached to the Warrant Certificate duly executed by the Holderregistered holder or holders thereof or by the duly appointed legal representative thereof or by his attorney duly authorized in writing. Except as In the event of any assignment in part, the Exercise Price shall be apportioned between the Warrants to be issued to the holder with respect to that portion not transferred and the Warrants to be issued to the transferee, based on their respective number of Warrants. If a transfer is made otherwise than pursuant to an effective registration statement under the Securities Act, the Company may require the transferor to deliver, prior to such transfer, an opinion of counsel, which may be counsel to such transferor, reasonably satisfactory to the Company, that the Warrant or Warrant Shares may be sold without registration under the Securities Act and state securities or blue sky laws. In such event, regardless of whether the Company requires delivery of an opinion of counsel, the Company may also require that the transferee provide, prior to such transfer: (1) a written representation, signed by the proposed transferee, that such transferee is purchasing the Warrants or Warrant Shares for investment and not with a view toward distribution; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the preceding sentence, this stock books and the Warrant may not register of the Company in respect of the restrictions on transfer described in the legend set forth below; and (4) an agreement by such transferee to be assigned bound by the Holderprovisions of this Section relating to the restrictions on transfer of such Warrant or Warrant Shares. This Each Warrant Certificate and each certificate representing Warrant Shares shall, until the Warrants or Warrant Shares represented by such certificates have been distributed to the public pursuant to an offering registered under the Securities Act, or until the Warrants or Warrant Shares may also be sold by the holder pursuant to Rule 144(k) under the Securities Act, or until the Company has received an opinion of counsel, which may be counsel to the holder of such certificate, reasonably satisfactory to the Company, that such legend is not required under the Securities Act, bear a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS SUCH OFFER, SALE, PLEDGE OR TRANSFER IS REGISTERED UNDER THE 1933 ACT OR APPLICABLE STATE SECURITIES LAWS OR EXEMPT FROM SUCH REGISTRATION. TRANSFER OF THESE SECURITIES IS ALSO SUBJECT TO CERTAIN RESTRICTIONS UNDER THE WARRANT AGREEMENT DATED JUNE 26, 2002, BETWEEN THE COMPANY AND EUREKA I, L.P. Warrant Certificates may be exchanged or combined with warrants of like tenor at the option of the Holder holder thereof for another Warrant Certificate or Warrants other Warrant Certificates of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares Warrants upon presentation thereof to the Company as at its Principal Office principal office, together with a written notice signed by the Holder holder specifying the names and denominations in which the new Warrant is or the new Warrants are to be issued. Upon surrender for transfer or exchange of this a Warrant Certificate to the Company at its Principal Office principal office for transfer or exchange, exchange in accordance with this Section 2Section, the Company shall, without charge (subject to Section 3)charge, execute and deliver a new Warrant or Warrants Certificate of like tenor tenor, and of a like aggregate in the amount of Warrant Shares the Warrants being transferred, in the name of the assignee named in such the instrument of assignment and, if the Holderholder's entire interest is not being assigned, in the name of the Holder holder with respect to that portion not transferred, and this the Warrant Certificate so surrendered shall promptly be canceled. Notwithstanding Any new Warrant Certificate issued as a result of transfer, exchange or combining shall bear the foregoing, legend required by the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not requiredIntercreditor Agreement.

Registration of Transfers, Exchanges or Assignment of Warrants. The Holder Subject to the limitations of this Section, the Warrant holders shall be entitled to assign its interest in this Warrant their Warrants in whole or in part part. The Company shall, from time to time, register the transfer of any affiliate of Holder outstanding Warrant Certificates upon the register maintained by it for that purpose pursuant to Section 4, upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment at the end hereof Assignment Form attached to the Warrant Certificate duly executed by the Holderregistered holder or holders thereof or by the duly appointed legal representative thereof or by his duly-authorized attorney. Except If a transfer is made otherwise than pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the Company may require the transferor to deliver, prior to such transfer, an opinion of counsel, which may be counsel to such transferor, reasonably satisfactory to the Company, that the Warrants or Warrant Shares may be sold without registration under the Securities Act. In such event, regardless of whether the Company requires delivery of an opinion of counsel, the Company may also require that the transferee provide, prior to such transfer: (1) a written representation, signed by the proposed transferee, that such transferee is purchasing the Warrants or Warrant Shares for investment and not with a view toward distribution; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the preceding sentence, this stock books and the Warrant may not register of the Company in respect of the restrictions on transfer described in the legend set forth below; and (4) an agreement by such transferee to be assigned bound by the Holderprovisions of this Section relating to the restrictions on transfer of such Warrants or Warrant Shares. This Each Warrant Certificate and each certificate representing Warrant Shares shall, until the Warrants or Warrant Shares represented by such certificates have been distributed to the public pursuant to an offering registered under the Securities Act, or the Company has received an opinion of counsel, which may also be counsel to the holder of such certificate (or the Company is otherwise satisfied), that such legend is not required under the Securities Act, bear a legend in substantially the following form: THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION FROM REGISTRATION. Warrant Certificates may be exchanged or combined with warrants of like tenor at the option of the Holder holder thereof for another Warrant Certificate or Warrants other Warrant Certificates of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares Warrants upon presentation thereof to the Company as at its Principal Office principal office, together with a written notice signed by the Holder holder specifying the names and denominations in which the new Warrant is or the new Warrants are to be issued. Upon surrender for transfer or exchange of this a Warrant Certificate to the Company at its Principal Office principal office for transfer or exchange, exchange in accordance with this Section 2Section, the Company shall, without charge (subject to Section 3)charge, execute and deliver a new Warrant or Warrants Certificate of like tenor tenor, and of a like aggregate in the amount of Warrant Shares the Warrants being transferred, in the name of the assignee named in such the instrument of assignment and, if the Holderholder's entire interest is not being assigned, in the name of the Holder holder with respect to that portion not transferred, and this the Warrant Certificate so surrendered shall promptly be canceled. Notwithstanding the foregoing, the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.

Registration of Transfers, Exchanges or Assignment of Warrants. The Holder shall (a) This Warrant may not be entitled to assign its interest in this Warrant transferred or assigned in whole or in part to without the Company’s prior written consent, and any affiliate of Holder upon surrender thereof accompanied by a written instrument or instruments of transfer in the form of assignment at the end hereof duly executed attempt by the HolderHolder to transfer or assign any rights, duties or obligations that arise under this Warrant without such permission shall be void. Except as set forth in Notwithstanding the preceding sentenceforegoing, this Warrant may be transferred or assigned in whole but not be assigned in part by the Holder. This Warrant may also be exchanged a Holder to a parent, subsidiary or combined with warrants other affiliate of like tenor at the option of such Holder (other than an affiliate that is a natural person); provided, that (i) the Holder for another Warrant or Warrants of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares upon presentation thereof shall give written notice to the Company as its Principal Office together of the Holder’s intention to effect such disposition and shall have furnished the Company with a written notice signed by detailed description of the Holder specifying manner and circumstances of the denominations proposed disposition and (ii) the transferee or assignee shall in which writing (a) represent to the new Company that (x) it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, (y) it is acquiring this Warrant is for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and (z) it has no present intention of selling, granting any participation in, or otherwise distributing this Warrant or the new Warrants are shares of stock issuable upon exercise of this Warrant [(or any shares issuable upon conversion thereof)], nor does it have any contract, undertaking, agreement or arrangement for the same, and (b) agree to take and hold this Warrant and any shares of stock to be issued. issued upon exercise of the rights hereunder [(and any shares issuable upon conversion thereof)] subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if such transferee or assignee were the original holder hereof. (b) Upon surrender for transfer or exchange of this Warrant to the Company at its Principal Office for transfer or exchange, exchange in accordance with this Section 2, the Company shall, without charge (subject to Section 3), execute and deliver a new Warrant or Warrants of like tenor and of a like aggregate amount of Warrant Shares in the name of the assignee named in such instrument of assignment and, if the Holder's entire interest is not being assigned, in the name of the Holder with respect to that portion not transferred, and this Warrant shall promptly be canceled. Notwithstanding the foregoing, the Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant and Warrant Shares in the absence of (i) registration or qualification of this Warrant and such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required.